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, 2005  OR  o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from __________ to __________  Commission File Number 000-30440  VIVA INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter)  NEVADA
22-3537927(State or other jurisdiction of incorporation

or organization)
(IRS Employer Identification No.)  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 of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: YesxNoo.  Indicate the number of shares outstanding of each of the registrants classes of common stock as of the latest practicable date: 50,603,410 shares of common stock, $0.001 par value, as of August 19, 2005.            VIVA INTERNATIONAL, INC.  FORM 10-QSB  FOR THE QUARTER ENDED June 30, 2005  TABLE OF CONTENTS  PART I.
CONDENSED CONSOLIDATED FINANCIAL INFORMATIONPage  Item 1.
Condensed Consolidated Financial Statements  Condensed Consolidated Balance SheetsJune 30, 2005 and December 31, 2004
3  Condensed Consolidated Statements of OperationsThree and six months ended June 30, 2005 and 2004
4 Condensed Consolidated Statements of Cash FlowsSix months ended June 30, 2005 and 2004
5  Notes to Condensed Consolidated Financial Statements
6-8  Item 2.
Managements Discussion and Analysis of Financial Condition andResults 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 1          PART I  FINANCIAL INFORMATION  ITEM 1. FINANCIAL STATEMENTS  The consolidated financial statements of Viva International, Inc. and subsidiaries (collectively, the Company), included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company as included in the Companys Form 10-KSB for the year ended December 31, 2004.   2            VIVA INTERNATIONAL, INC.CONSOLIDATED BALANCE SHEETJune 30,

December 31,2005

2004ASSETS




(unaudited)Current AssetsCash




$
38,886
$
12,148Accounts receivable





102,402

400,000Employee advances





192,508

126,063Inventories




5,392Prepaid expenses




32,050

18,580Total Current Assets





371,238

556,791Fixed Assets, net of depreciation



16,321Investments




410,694

497,333Security deposit





62,200

17,200Operating License





4,804,812

4,500,000Other assets




12,283

12,283Total Assets




$
5,677,548
$
5,583,607LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable and accrued expenses




$
2,332,917
$
1,676,960Taxes payable





21,755

58,541Stock dividend payable



410,694

497,333Notes payable





679,907

535,543Notes payable to related party



826,649

815,675Notes payable-shareholders





917,699

199,319Total Current Liabilities





5,189,621

3,783,371Commitments and contingenciesStockholders EquityPreferred stock 25,000,000 shares authorized at$.001 par value; -0- shares outstanding atDecember 31, 2004





-

-Common stock, 1,000,000,000 shares authorized at $.001par value; issued and outstanding 45,703,410 atJune 30, 2005 and 45,568,410 at December 31, 2004





45,704

45,569Additional paid-in capital





17,184,465

17,149,500Accumulated deficit





(16,331,548)

(14,897,500)Shares to be issued-subsidiary sales & spin offs

(410,694)

(497,333)Stockholders Equity





487,927

1,800,236Total Liabilities and Stockholders Equity




$
5,677,548
$
5,583,607See Notes to Financial Statements3         VIVA INTERNATIONAL, INC.CONSOLIDATED STATEMENTS OF OPERATIONSFor the Three Months Ended June 30,

For the Six Months Ended June 30,2005

2004

2005

2004(unaudited)

(unaudited)

(unaudited)

(unaudited)Sales revenues

$
10,730
$
-
$
21,796
$
-Cost of sales


103,553

-

107,783

-Gross profit (loss)


(92,823)

-

(85,987)

-General and administrative


464,504

322,349

886,125

539,982Interest expense


41,232

26,085

75,307

38,085505,736

348,434

961,432

578,067(598,559)

(348,434)

(1,047,419)

(578,067)Other income and expensesInterest income





10Losses from writedown ofassets pursuant to spin-offs


(386,639)

-

(386,639)Net loss

$
(985,198)
$
(348,434)
$
(1,434,048)
$
(578,067)Net loss per common share


(0.02)

($0.03)

($0.03)

($0.08)Weighted average shares


45,703,410

8,665,359

45,658,880

7,315,252outstandingSee Notes to Financial Statements.4          VIVA INTERNATIONAL, INC.CONSOLIDATED STATEMENTS OF CASH FLOWSSix Months Ended June 30,2005(Unaudited)

2004(Unaudited)Operating ActivitiesNet loss from continuing operations





$
(1,434,048)
$
(578,067)Adjustments to reconcile net loss to net cashused by operating activities:Depreciation






1,023

-Common stock issued for advertising & promotion


35,100(Gain) or loss adjustment on sale of subsidiaries






386,639Changes in operating assets and liabilities:(Increase) decrease in receivables






(2,402)

81,468(Increase) decrease in inventory






(5,392)

-(Increase) decrease in prepaid expenses and other assets






(79,915)

-Increase (decrease) in accounts payable and accrued expenses






335,330

311,707Increase (decrease) in taxes payable






(42,286)

-Net cash (used) by operating activities






(805,951)

(184,892)Investing ActivitiesAcquisition of fixed assets





(17,344)

-Security deposit






(23,685)

-Net cash provided (used) by investing activities






(41,029)

-Financing ActivitiesPayment of bank loan






(1,890)

-Payments on short and long-term debt






(7,627)

-Notes payable related parties and shareholders






883,235

184,892Net cash provided by financing activities






873,718

184,892(Decrease) in cash






26,738

-Cash at beginning of period






12,148

-Cash at end of period





$
38,886
$
-Supplemental Disclosures of Cash Flow Information:Cash paid during year for:Interest





$
-
$
-Income taxes (benefits)





$
-
$
-See Notes to Financial Statements.5        VIVA INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2005  Note 1-
The accompanying consolidated financial statements contain all adjustments necessary to present fairly the financial position of Viva International, Inc. and subsidiaries (collectively, the Company) as of June 30,2005 and their results of operations and the statement of cash flows for the three and six month periods ended June 30,2005 and 2004.Results of operations for the six month period ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31,2005. All material inter-company balances and transactions have been eliminated in consolidation.Note 2-
Basic earnings (loss) per common share (EPS) is computed as net earnings (loss) divided by the weighted-average number of common shares outstanding for the period. Diluted EPS representing the potential dilution that could occur from common shares issuable through stock-based compensation including stock options, restricted stock awards, warrants and other convertible securities is not presented for the three month periods ended June 30, 2005 and 2004 since there was no dilutive effect of potential common shares.Note 3-
Through June 30, 2005, payments of $192,508 have been paid to employees of the Company as advances against earned compensation. The Company has accrued compensation expense due to the employees as earned.Note 4-
At June 23, 2004, The Company authorized the conversion of all the outstanding preferred stock outstanding to common stock as a result of requests of the individual preferred shareholders. Shares were converted at the ratio of 1 share of preferred stock to 10 shares of common.Note 5-
At July 22, 2004, the Company agreed to sell CT Industries, its wholly owned subsidiary to Adventure Group Holdings which was subsequently replaced by The Legends Group Holdings. The Legends Group has agreed to assume up to $250,000in liabilities, absorb any and all costs of conducting its business affairs as a public entity and to issue 41,068,410 shares of its common stock to the Company. The Company has authorized that the shares it will receive will be distributed to the Companys existing shareholders of record as of August 13, 2004. As of June 30, 2005 and August 19, 2005 this agreement remains in force. However, management is concerned that The Legends Group may not be able to complete the agreement and that CT Industries will be returned to the Company. Accordingly, management has elected to reserve against the potential losses that would arise from a failure to complete this agreement.Note 6-
At November 16, 2004, the Company announced that it had agreed to the sale/spin off of its wholly owned subsidiary, Universal Filtration, Inc., to Carr Holdings, LLC. Pursuant to the agreement, Carr Holdings, LLC agrees to assume up to $100,000 in liabilities, absorb any and all costs of conducting its business affairs as a public entity and to issue 41,068,410 shares of its common stock to the Company.The Company has authorized that the shares it will receive will be distributed to the Companys existing shareholders of record as of November 20,2004. As of June 30, 2005 and August 19, 2005 this agreement remains in force. Management is satisfied that Carr Holdings, LLC is performing to the agreement as intended and that the agreement will be completed as intended.   6        VIVA INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2005  Note 7-
At December 31, 2004, the Company announced that it has agreed to the sale/spin off of its wholly owned subsidiary, Hardyston Distributors, Inc. to Vox Communications, Inc. Pursuant to the agreement, Vox Communications, Inc. agrees to assume up to $50,000 in liabilities, absorb any and all costs of conduction its business affairs as a public entity and to issue 45,568,410 shares of its common stock to the Company. The Company has authorized that the shares it will receive will be distributed to the Companys existing shareholders of record as of March 15, 2005. As of June 30, 2005 and August 19,2005 this agreement remains in force. However, management is concerned that Vox Communications may not be able to complete this agreement and that Hardyston Distributors, Inc. will be returned to the Company. Accordingly, management has elected to reserve against potential losses that would arise from a failure to complete this agreementNote 8-
On February 9, 2005, the Company formed Eastern Caribbean Airlines Corporation under the laws of Puerto Rico and was granted corporate charter approval on March 18, 2005.Additionally, on February 9, 2005, Eastern Caribbean entered into a purchase agreement with Cool Tours, Inc. d/b/a San Juan Aviation. The agreement provided immediate access and control over all licensing rights, utilization of aviation equipment, control of files, data base, customer lists, goodwill and any and all other related assets. The Company and Eastern Caribbean have assumed $304,812 of indebtedness as total consideration for this transaction.Note 9-
At June 30, 2005, management has determined that certain existing agreements that provided for the sale of its subsidiaries, CT Industries, Inc. and Hardyston Distributors, Inc., have a reasonable probability of failing to be completed. Accordingly, management has written off its recorded investments position in these agreements and made appropriate reserves against any receivables that were consideration in these agreements. The resulting adjustments caused the recognition of $386,639 of losses during the quarter ended June 30, 2005.Note 10-
On June 25, 2005, the Companys Board of Directors authorized the issuance of 4.9 million shares of its common stock in retirement of $735,092 of debt and $103,297 of accrued interest. The shares were subsequently issued on July 11, 2005.    7         Item 2. Managements Discussion and Analysis of Financial Conditions and Resultsof Operations  The following discussion should be read in conjunction with the consolidated financial statements and notes. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions, which could cause actual results to differ materially from Managements expectations. Factors that could cause differences include, but are not limited to, continued reliance on external sources on financing, expected market demand for the Viva International, Inc. and subsidiaries products and services, fluctuations in pricing for the products and services and competition, as well as general conditions of the aviation marketplace.  Viva International, Inc. is a holding company that consists of (2) two wholly owned subsidiaries: Viva Airlines, Inc. and Eastern Caribbean Airlines Corporation and a 49% controlling interest in Viva Air Dominicana, S.A. Previously owned subsidiaries, CT Industries, Inc., Hardyston Distributors, Inc. (doing business as The Mechanics Depot), Universal Filtration Industries, Inc. and Harvey Westbury Corp. have been sold and spun off. However, management now believes that the sale and subsequent spin off of CT Industries, and Hardyston Distributors, Inc. have a high degree of uncertainty of being completed as intended and provided in the agreements that were entered into with Legends Group Holdings (previously Adventure Group Holdings) and Vox Communications, Inc. Accordingly, at June30, 2005, management has recognized losses of $386,639 resulting from this uncertainty. The Company despite its concerns believes the contracts
are still valid and will press for a resolution of all issues governed by the contracts and will declare a default unless substantive efforts are made that indicate the contracts can be completed. Any declaration of default will result in the return of the subsidiaries to the Company. The Company has no intention of resuming operations within these subsidiaries if they should be received pursuant to a declaration of default.  Viva Airlines, Inc. and Viva Air Dominicana, S.A. are development stage companies that will provide passenger and cargo services to various destinations from a commercial hub in Santo Domingo, Dominican Republic. Eastern Caribbean Airlines Corporation is based in Puerto Rico and has recently acquired Cool Tours, Inc. d/b/a San Juan Aviation. As a result of the acquisition of Cool Tours, Inc., Eastern is operating as a provider or chartered airline services. Eastern will maintain a commercial hub in Puerto Rico.  Results of Operations for the Three and Six Months Ended June 30, 2005 and 2004.  Viva International, Inc. had sales of $10,730 for the three months ended June 30,2005 as compared to sales of $0 for the three months ended June 30, 2004. The Company had sales of $21,796 for the six months ended June 30, 2005 as compared to sales of $0 for the six months ended June 30, 2004. The acquisition of Cool Tours, Inc. through Eastern Caribbean Airlines, Inc. the Companys wholly owned subsidiary, resulted in sales activity from charter flights in 2005. The Company and its subsidiaries were in a stage of development during 2004 and consequently they had not begun operations.  Viva International, Inc. had net losses of $985,198 for the three months ended June 30,2005 as compared to net losses of $348,434 for the three months ended June 30,2004. The Company had losses of $1,434,048 for the six months ended June 30, 2005 as compared to losses of$578,067 for the six months ended June 30, 2004. The increase in net losses for the respective three and six month periods is the direct result of the formation of a Puerto Rico subsidiary combined with a subsequent acquisition of an operating charter airline carrier as well as an increase in the costs associated with the continuation of our subsidiary development in the Dominican Republic. However, with respect to 2005and the three and six months periods ended June 30, 2005, the Company also recognized losses of $386,639 resulting from its decision to write off and/or reserve for potential losses from agreements that provided for the sale and subsequent spin
off of subsidiaries.  8        Management has determined that operating from multiple hubs in the Caribbean is necessary to be able to economically operate and execute its business plan.  Viva International, Inc. had general and administrative expenses of $464,504 for the three the three months ended June 30, 2005 as compared to general administrative expenses of $322,349 for the three months ended June 30, 2005. The Company had general and administrative expenses of $886,125 for the six months ended June 30, 2005 as compared to $539,982 for the six months ended June 30, 2004. The increase in these expenses is primarily attributable to the Companys acquisition of an operating charter carrier coupled with additional costs associated with the official opening of commercial offices in Santo Domingo, Dominican Republic.  Viva International, Inc. had interest expenses of $41,232 for the three months ended June 30, 2005 as compared to $26,085 for the three months ended June 30, 2004. The Company had interest expenses of $75,307 for the six months ended June 30, 2005 as compared to $38,085 for the six months ended June 30, 2004. The increase in interest expenses in the result of the growth of indebtedness that has been incurred in support of the Companys development. The primary sources of borrowings have been from shareholders and related parties.  The Company reported $10,730 of revenue for the three month period ending June 30, 2005. Revenues were generated through the operation of chartered flight services by Eastern Caribbean Airline Corporation, the Companys subsidiary in Puerto Rico. The Companys subsidiary operation in the Dominican Republic has not yet generated revenues as it continues through its developmental stages. As of June 30, 2005, Eastern Caribbean Airlines began offering scheduled charter passenger service in addition to its on-demand charter services. The scheduled charter service is currently provided only between Puerto Rico and Santo Domingo and as such integrates the capabilities of Viva Air Dominicana S.A personnel in providing these services. Management plans to develop other Caribbean based route structures as additional aircraft is placed into service and Viva Air Dominicana S. A. receives its airline operating certificate.  The Companys Puerto Rico licensing is for chartered flight services only and as such is limited in scope and subject to various restrictions on items such as number of flights. The Companys Dominican Republic licensing will be more comprehensive and comparable to that granted to major airlines. As such, the Companys Dominican Republic subsidiary will primarily offer scheduled flight services but will also provide scheduled charter services. Management continues to believe that its present business plan which stipulates the utilization of smaller commuter type aircraft to conduct its operations is the most economically advantageous and profitable way to operate within the Caribbean. However, management is also focusing its future route and operational development on points in South and Central America and accordingly, may modify its business plan to include various joint venture arrangements or to adjust for
other types of equipment necessary to successfully service these locations.  Management acknowledges that the implementation of its business plan has been delayed for numerous reasons that include inadequate capitalization, governmental delays and compliance issues, inadequate human and consultant resources, and its failure to procure sufficient aviation equipment as previously promulgated. However, the delays have resulted in maintaining a lean operation and thus keeping costs and expenses under control. Additionally, the Company is not obligated for lease payments or financial obligations on aircraft equipment that it could not yet operate or that would require significant cash requirements. Accordingly, management believes that the Company may ultimately benefit from the delays it has encountered to date.  However, the Company now finds itself presented with opportunities in excess of its capability and must bring in capitalization, equipment and human resources to enable it to capture available business. Accordingly, management believes that 2005 will be pivotal in creating the dynamic business envisioned by the Companys business plan.   9         On January 15, 2003, The Company completed a stock exchange agreement and plan of reorganization with Viva Airlines, Inc. In accordance with such agreement, we issued 307,500 of our shares of common stock to the shareholders of Viva Airlines, Inc. After the transaction was completed, the aggregate number of our shares held by the Viva Airline shareholders represented more than 50% of our issued and outstanding common stock. In addition all of our officers and directors resigned and Robert J. Scott became our sole officer and director. The Companys name was changed during 2003 from the Auxer Group, Inc., to Viva International, Inc. This transaction transformed the Company into an aviation related business development holding company.  The stock exchange agreement and plan of reorganization also required that our only active subsidiary, Harvey Westbury Corp., be spun off. Our former officer and director, Eugene Chiaramonte Jr., obtained control of Harvey Westbury Corp. through conversion of debt owed to him, by Harvey Westbury Corp. which has remained a private company since the spin-off.  On May 15, 2003, The Company acquired a 49% interest in Viva Air Dominicana, S.A. through an assignment from Robert J. Scott and Syed A. Hasan, our current chief financial and chief executive officer, respectfully. The Company through various relationships has effective control of this subsidiary.  On July 27, 2004, The Company agreed to sell/spin off its CT Industries, Inc. subsidiary to Legends Group Holdings (previously know as Adventure Group Holdings) in a transaction providing for the assumption of up to $250,000 in liabilities and the issuance of 41,068,410 common shares of stock on its roll out as a public company. The Company will redistribute the shares it receives to its existing shareholders as of August 13, 2004. At June 30, 2005 and August 19, 2005, management believes that significant doubts exist as to the ability of Legends Group Holdings to perform under the agreement. Accordingly, at June 30, 2005, the Company has made appropriate adjustments to its books and records resulting in the recognition of losses of $291,069.  On November 9, 2004, The Company agreed to sell/spin off its Universal Filtration Industries, Inc. subsidiary to Carr Holdings, LLC in a transaction providing for the assumption of up to $100,000 in liabilities and the issuance of 41,068,410 common shares of stock on its rollout as a public company. The Company will redistribute the shares it receives to its existing shareholders as of November 20, 2004. At June 30, 2005 and August 19, 2005, management believes that significant effort has been made by Carr Holdings, LLC towards completing the agreement as well as the retention of various professionals to assist it in becoming a public entity. Although, management does not have a current timetable indicating the completion of this sale and subsequent roll out as public company it has no present concerns regarding Carr Holdings, LLC ability to live to the agreement. The Company remains committed to assisting Carr Holdings in their effort.  On December 31, 3004, The Company agreed to sell/spin off its Hardyston Distributors, Inc. subsidiary to Vox Communications, Inc. in a transaction providing for the assumption of up to $50,000 of liabilities and the issuance of 45,568,410 common shares of stock on its roll out as a public company. The Company will redistribute the shares it receives to its existing shareholders as of March 15, 2005. At June 30, 2005 and August 19, 2005, management believes that significant doubts exist as to the ability of Vox Communications to perform under the agreement. Accordingly, at June 30, 2005, the Company has made appropriate adjustments to its books and records resulting in the recognition of losses of $95,569.  On February 9, 2005, The Company formed its wholly owned subsidiary, Eastern Caribbean Airlines, Inc., In Puerto Rico. The official corporate charter was approved as of March 18, 2005.  On February 9, 2005, Eastern Caribbean Airlines, Inc. entered into a purchase agreement effectively acquiring the assets of Cool Tours, Inc. d/b/a San Juan Aviation. The acquisition provided for the assumption of $304,812 of liabilities by the Company. The agreements provided for no other consideration.  10        On June 8, 2004, The Company announced the association, merger, acquisition or assimilation of Bravo Airlines S. A. of Madrid. Bravo is intended to operate as a non-scheduled seasonal chartered carrier from Madrid to various European destinations. The association will allow for access to licensing rights as well as the utilization of equipment during non peak periods. At the request of Bravo, the discussions and finalization of applicable agreements have been suspended. As of today, Viva remains interested in resuming discussions with Bravo. However, it is doubtful that discussions will resume during the foreseeable future.  On July 15, 2004, The Company announced the following executive appointments: Oscar (Syed) Hasan to the posts of President & Chief Executive Officer, Rudy Dominguez to the post of Chief Operating Officer and E. Thomas Septembre to Vice President of Administration, Compliance & Corporate Governance. In addition, Mrrs. Hasan and Dominguez accepted appointment to the Companys Board of Directors.  On July 19, 2004, The Company announced the ratification of a flight operations agreement with Skyplan Services Limited of Alberta, Canada. The agreement calls for Skyplan to provide flight Dispatch, flight planning, flight following and flight watch services. No services have yet been provided under this agreement and accordingly, would need to be refreshed prior to the commencement of contemplated services.  On July 20, 2004, The Company announced that is has selected Videcom International, Inc. of the United Kingdom to be its airline reservation system provider. Videcom will provide software and support for reservations, flight inventory, fares, ticketing, credit card authorization and other related services. The Company has reconsidered its vendor choice as is now expected to contract with SkyVantage Inc. for its reservation software needs. The Company will have no liability to Videcom International, Inc as a result of this management decision.  On August 13, 2004, The Company announced that it has executed a mutual letter of intent with SRX Continental, Inc. of Aventura, FL. to provide for a joint venture Air Lift Service agreement for Cargo operations. The Company has been unable to activate the agreement to an operating status as certain issues and requirements pertaining to the Viva Air Dominicanas airline operating certificate have yet to be satisfied. Management believes that the obstacles currently existing will be removed within a short period of time and that discussions with SRX Continental can be resumed. As far as management can determine, the mutual benefits of a Viva/SRX joint venture agreement remain strong. However, there can be no assurances that SRX is willing to further consider any type of joint venture with the Company or its subsidiaries.  On August 23, 2004, The Company announced that Viva International and SRX Continental were planning to enter into a business combination. Certain issues and requirements pertaining to the airline operating certificate of Viva Air Dominicana that require resolution to activate to allow usage and trafficking and accordingly, continuing discussions with SRX Continental have been deferred. To date there has been no resumption of discussions.  On September 13, 2004, The Company announced that it was nearing the completion on sale of its wholly owned subsidiary, C. T. Industries to Legends Group Holdings (previously known as Adventure Group Holdings Corporation). The announced sale has not been completed due to the inability of Legends Group to raise the capital necessary to undertake certain filings and registrations as contemplated under the agreement. Viva does not know if the Legends Group will be able to complete this agreement but we have not received any indication from Legends Group that they will not be able to raise the funds necessary to do so. As previously discussed, management has determined that substantial concerns about the ability of Legends Group to complete the agreement with the Company has resulted in a decision to write off and reserve against assets recorded pursuant to the agreement and accordingly, resulted in the recognition of losses of
$291,069 during the quarter ended June 30, 2005.  On September 16, 2004, The Company announced that Legends Production Company has signed a national and international radio syndication agreement with Sports ByLIne radio network.  On September 28, 2004, The Company announced that it had negotiated a mutual agreement governing (2) two Boeing 747-269B aircraft with Seabird World Airways. The Company has been unable to finalize an agreement with Seabird because Viva Air Dominicanas airline operating certificate has not yet been activated. Management believes that those obstacles to activating Viva Air Dominicanas airline operating certificate will soon be resolved and discussions with Seabird can resume. Management has no reason to believe that the agreements contemplated with Seabird can not be completed. Seabird has continued to indicate its desire to work with the Company. 11         On November 4, 2004, The Company announced that it had revised its business plans to operate passenger and cargo traffic throughout the Caribbean by incorporating the usage of commuter type aircraft. The change in business plan was prompted by market conditions, the high cost of fuel and new opportunities that would be more suitable to the implementation of commuter type aircraft. The business plan revision and underlying philosophy remain unchanged from this announcement.  On November 16, 2004, The Company announced that it has reached agreement on the sale/spin off of its wholly owned subsidiary, Universal Filtration, Inc. to Carr Holdings, LLC (Carr) of Novi, Michigan. Pursuant to the agreement, Carr will assume up to $100,000 of liabilities and plans to take Universal public. Carr further has agreed to offer each Viva shareholder of record as of November 20, 2004 one share in the new public company for each share of Viva owned. Carr Holdings, LLC, a technology holding company is in the process of completing various applications and filings as well as arranging for any required financial auditing or other professional services necessary to bring the surviving entity to a public corporation. Completion of this agreement through satisfaction of the terms and conditions was expected within the past quarter. However, the transaction was predicated upon Carr completing an acquisition of the ERP
business integration division of Computer Decisions International, LLC, (CDI),an affiliated company. CDI would provide a viable operational division of Carr under the public holding company. To date, Carr is near completion on the terms and conditions to facilitate the acquisition of CDI. The Company and its management believes the Carr agreement continues to be viable and that Carrs plan will facilitate the completion thereof and the subsequent roll out as a public entity.  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 29thto explore aircraft and financing opportunities between the two companies and their affiliates. The Company continues to use PIMSIC for its insurance needs through its various aviation enterprises. The joint venture opportunity contemplated by this announcement is no longer feasible as the charter operator is not in service at this time.  On November 19, 2004, The Company announced that it has entered into an investment banking contract with S. G. Martin Securities of Rocky Point, New York. S. G. Martin hopes to raise up to $10 million for aircraft financing commencing with initial efforts to secure SAAB 340 type aircraft under various open negotiations. To date, no financing instrument or other investment banking services has been provided to the Company. S. G. Martin continues to represent the Company and has expressed a willingness to continue to assist the Company in its capital raising, formation and financial structuring as provided in the investment banking agreement.  On November 26 and November29, 2004, The Company announced that it had accepted an assignment of an aircraft Lease for a SAAB 340A s/n-073 from Bank of America. The assignment remains in effect and all payment due under the lease arrangement have been made. The aircraft required some repairs and modifications that the Bank has agreed to pay and certain of the aircrafts manuals are being compiled and reviewed by SAAB. Additional costs of ferrying the aircraft which are expected to approximate $45,000 are to be absorbed by the Company. The Company believes that the needed repairs and manual certification and reproduction can be done within the by June 15, 2005 and the plane can be scheduled for ferrying. The Company anticipates no difficulty in raising or obtaining the $45,000 necessary to pay the cost of ferrying the aircraft to the Dominican Republic. To date, the Company has elected to allocate available funding to
the support of its Eastern Caribbean Airlines subsidiary and has delayed the cost of ferrying the equipment to a later date. The Company continues to discuss various opportunities with Bank of America regarding available equipment and financing and expects to make arrangements to acquire additional aircraft through this business relationship.  12        On December 1, 2004, The Company announced that it had obtained aircraft insurance on the SAAB340A-s/n-073 from Portsmouth International Marine Service and Insurance Centre (PIMSIC). The Company has continued the insurance coverage. In addition, the Company has obtained additional insurance coverage for a Raytheon Beech craft King Air-100 that is being operated by Eastern Caribbean Airlines Corporation and its charter operations.  On December 2, 2004, The Company announced that Seabird World Air would be able to deliver 2 Boeing 747-269Bs during February of 2005. Seabird has subsequently informed the Company that it does not expect to be in a position to deliver the 747s until the 4thquarter of 2005. The Company believes the planes which are to be used in some sort of joint venture relationship will be deliverable as per the contention of Seabird World Air.  On December 5, 2004, The Company announced that it had agreed to lease hangar office space at the San Juan Airport from Caribbean Airport Facilities pursuant to an assignment from Fina Airlines, Inc. The Company subquently formed Eastern Caribbean Airlines Corporation and acquired Cool Tours, Inc. and utilized the space for the respective operations of its subsidiary. This month to month lease was subsequently terminated as of the end of June 30, 2005 and the Company has leased new space from Tropical Aviation Corporation. The new lease dated as of July 7, 2005 is a month to month and provides cost savings of $1,000 per month over that of the previous lease.  On December 7, 2004, The Company announced that it plans to negotiate for additional existing airport office Space at the San Juan Airport. The Company is still considering an expansion of its office capability with regard to support of hub activities in Puerto Rico. At present, the Company plans to utilize space at Isla Grande Airport and relocated to a hangar and office as of July 1, 2005.  On December 9, 2004, The Company announced the execution of a joint venture agreement with Fina Airlines, Inc. of Puerto Rico. Fina Airlines, Inc. was unable to provide services to support the agreement due to its failure to keep equipment available to provide flight and cargo services. Fina Airlines, Inc. is not currently operational. It is unlikely that Fina will be able to resume operations.  On December 14, 2004, The Company announced that it had appointed Nubuzz, Inc. of Orlando, Florida to administer its investor relations functions. Nubuzz, Inc. has continued to serve the Company and is likely to continue doing so.  On December 17, 2004, The Company announced that it had entered into an agreement, with Radixx Solutions International, Inc., for development of an online airline reservation system. The Company has since decided to utilize the airline reservation system software and support of Sky Vantage Corporation.  On December 28, 2004, The Company announced its continuing efforts on the development of Puerto Rico business opportunities. The Company continues to believe that Puerto Rico figures prominently in its future plans and that the market for the Companys goods and services will be enhanced by its participation in the Puerto Rican marketplace.  On January 7, 2005, The Company announced that it had reached an agreement with Vox Communications, Inc. as of December 31, 2004 to sell/spin off its wholly owned subsidiary, Hardyston Distributors, Inc. The agreement provides for Vox to assume up to $50,000 in indebtedness and to issue the Company 4,000,000 shares in the newly formed company as of a record date to be determined. The agreement remains in effect. However, management has substantial doubts and concerns about the ability of Vox to complete this agreement and accordingly, made adjustment of its books and records, as of June 30, 2005, that resulted in the recognition of a loss of $95,569 for the three months then ended.  13         On January 18, 2005, The Company announced that it had executed a letter of intent with American Air Network, Inc. of St. Louis, Missouri to form a partnership to provide aircraft charter operations support to Viva in return for capital investment to expand their existing business operations. The letter of intent had not yet materialized in a formal contract. The Company is uncertain if a valid opportunity for a mutually beneficial business relationship remains and has no intention of pursuing its discussions with American Air Network, Inc.  On January 21, 2005, The Company announced that its subsidiary, Viva Air Dominicana, S.A. had secured offices and begun to set up its city ticket office and charter sales offices in the Dominican Republic. The Company has prepaid the lease space for one year in advance. This space will also serve the Company as the official headquarters for the Companys entire Caribbean operations.  On January 24, 2005, The Company announced key directorship appointments with regard to its Dominican Airline Operation. Accordingly, positions announced were director of operations, maintenance, flight Attendants, quality control, security, chief pilot, chief country counsel, and chief accountant. There have been no changes to the positions announced.  On February 10, 2005, The Company announced that it had engaged L.A. Izarry & Associates, Inc. as its airworthiness compliance agent of service. The Company has continued this engagement.  On February 11, 2005, The Company announced that it had incorporated Eastern Caribbean Airlines, Inc. and that it has executed an acquisition agreement with Cool Tours, Inc. d/ba/ San Juan Aviation, Inc. a FAR Part 135 air carrier in San Juan, Puerto Rico. The Company, through Eastern Caribbean Airlines, Inc. its wholly owned subsidiary, has operated the ongoing on-demand charter business of Cool Tours, Inc. since the acquisition date of February 11, 2005. In addition, it has commenced regularly scheduled charter service between Puerto Rico and Santo Domingo.  On February, 14, 2005, The Company announced the formation of Eastern Caribbean Airlines, Inc. and confirmed the acquisition of Cool Tours, Inc. The Company has begun the process of making application with the Federal Aviation Administration (FAA) to change the certificate name to Eastern Caribbean Airlines d/b/a EC Air.  On February 15, 2005, The Company announced that it had officially through Viva Air Dominicana, S.A. opened its sales and operations offices in Santo Domingo in advance of its previous plans. This location also serves as the official Company headquarters for all Caribbean operations.  On February 17, 2005, The Company announced that its Eastern Caribbean Airlines Corporation had made various executive and directorship appointments. Among the appointments, Ivan Figueroa was appointed as Chairman, CEO and President and Zandra Fox was appointed a Vice President. At present, by appointment, Oscar Hasan is serving the Company as the Companys Chairman, President and CEO. Ivan Figueroa has recently resigned his position and no longer serves the Company in an official capacity. Ms. Fox has previously resigned her position and left the Company.  On March 2, 2005, The Company updated its shareholders on the sale of the Hardyston Distributors, Inc. Subsidiary to Vox Communications, Inc. Pursuant to the update, the shareholders were advised that the original agreement was amended to increase the amount of shares to be awarded in the newly formed company from 4,000,000 to 45,568,410. The shares which are to redistributed to existing shareholders as of March 15, 2005. Management has determined that it is unlikely that Vox Communications will be able to complete the agreement and that it appears unwilling to incur certain necessary costs to move forward. Therefore at June 30, 2005, management has adjusted the Companys books and records to write down or reserve for the potential failure of the Vox agreement to be completed, Accordingly, at June 30, 2005 and for the three months then ended, losses of $95,569 were recognized.  14        On March 18, 2005, The Company issued a statement advising of the progression of its aviation subsidiaries. Among the items announced were: the appointment of John Hartman as Chief Pilot of EC Air, the opening of the San Juan maintenance facility and the status of the Companys web sites. John Hartman was subsequently utilized in a number of positions and eventually decided to voluntarily leave the Company.  On March 21, 2005, The Company updated its shareholders on the status of its sales and spin offs of its subsidiaries, CT Industries, Inc., Universal Filtration Industries, Inc. and Hardyston Distributors, Inc. At June 30, 2005, the Company determined that the sales and spin off of CT Industries, Inc and Hardyston Distributors, Inc. were unlikely to be completed and accordingly, provisions were made to the Companys books and records that would recognize such failure to complete. Accordingly, the Company recognized, at June 30, 2005 and for the three months then ended, losses of $386,639. The Company will continue its efforts to facilitate the agreements but may have to declare the agreements to be in default and reclaim its subsidiary interests in CT Industries, Inc. and Hardyston Distributors, Inc.  On March 28 & 29, 2005, The Company announced that it had entered into an agreement with TV Time, Inc. of Miami, Florida to produce 2 television commercial productions that would appear on Bloomberg Television, Cable, & Satellite Network. The television commercials were aired on Bloomberg during the week of April 11-17, 2005.  On March 29, 2005, The Company announced that its subsidiary, Viva Air Dominicana, S.A., has agreed to an outsourcing maintenance service agreement with MCL Services Y Mantaniomento De Aeronaves, S.A. The agreement remains in effect.  On March 30, 2005, The Company announced that its wholly owned subsidiary, Eastern Caribbean Airlines Corporation has received Department of Transportation approval to operate. Eastern Caribbean Airlines began scheduled charter services on June 6, 2005.  On March 31, 2005, The Company announced that it has nearly completed its own internal continuous Airworthiness Maintenance Program (CAMP). The development and completion of the program is expected to generate cost savings in excess of $1 million annually.  On April 6, 2005, The Company announced that its wholly owned subsidiary, Eastern Caribbean Airlines Corporation has obtained a permit granting the Company inter-island approval to operate.  On April 12, 2005, The Company updated its shareholders on website and reservation development and announced a revised Bloomberg media schedule. The Bloomberg media spots were aired during the period of April 11 through the 17th.  On May 10, 2005, The Company announced an update on the Carr Holdings-Universal Filtration sale And spin off. Shareholders were advised that the due diligence phase was nearly complete and that Carrs SEC Counsel was to commence various filings on its behalf. This initiative is still in progress.  On May 11, 2005, The Company announced that it had launched the EC Air and FLYVIVA websites. The integration of the online reservation and the inclusion of investor relations center will be included and offered through the website at a future date. To date, the Company is continuing to update and develop the websites, including the online reservations and investor relations sections and expects this project to continue through the balance of 2005.  On May 17, 2005, The Company announced that its aviation subsidiaries will begin to accept reservations for scheduled flight services commencing during the week of June 3, 2005. Initial scheduled flight services are to be between San Juan, Puerto Rico and Santo Domingo, Dominican Republic 4 times weekly.  15        On May 18, 2005, The Company announced that its reservations system will be administered from the Dominican Republic. The Company currently handles reservations by phone at its operational headquarters In Santo Domingo. Online reservation capability is to be available by the end of the third quarter of 2005.  On May 19, 2005, The Company announced that it has filed for FAA approval on behalf of Eastern Caribbean Airlines Corporation to use SIMCOM of Orlando, Florida to provide pilot training on Raytheon Beechcraft aircraft. The company has been able to hire qualified pilots current in the Raytheon Beechcraft aircraft. Therefore, to date the pilots hired have required only an operational check flight. Accordingly, the Company has been able to avoid needing to have pilot training in Orlando and thus saving the expense of doing so.  On May 20 & May 24, 2005, The Company detailed its plans to provide services to Samana, Dominican Republic as its next phase of adding flight routes and providing a glimpse of future plans announced a fall start up of service between Punta Cana, Santiago, and Santo Domingo, Dominican Republic and Caracas, Venezueala. To date, the Company has not commenced operations to these additional service cities due to its lack of available aircraft. Management continues to believe these cities are viable destinations and plans to open these route segments as aircraft become available.  On June 6th, 2005, The Company announced the inaugural flight of its scheduled service between San Juan, Puerto Rico and Santo Domingo, Dominican Republic. The Company continues to operate the same route four (4) times weekly, including five (5) additional public charter for tour operations via the same route and individual on-demand charters to other local islands.  On June 16th, 2005, The Company provided an operational update to the investing community commenting on the success of its charter service between San Juan, Puerto Rico and Santo Domingo, Dominican Republic.  On June 22nd, The Company announced it had entered into a charter agreement with IJAC of Puerto Rico for five (5) charter flights between Isla Grande Airport in San Juan, Puerto Rico and Herrera Airport in Santo Domingo, Dominican Republic. This agreement is expected to provide approximately $9,000 of gross revenues weekly. The first weekly installment was made for the period of June 30 through July 6, 2005.  On June 30, 2005, The Company announced it was considering providing air services to Virgin Gorda, British Virgin Islands via EC Air and instructed aviation consultant, L.A. Izarry & Associates to review specifications and file application to operate into Virgin Gorda Airport.  On July 7, 2005, The Company announced that EC Air hosted a promotional party in Santo Domingo, Dominican Republic to feature its official kick-off of its new media marketing program. This very successful event was exclusively targeted to tour operators, brokers and travel agents.  On July 8, 2005, the Company announced that it had retained the firm of Thomas Aviation Services, LLC ) to review the aircraft marketplace for appropriate SAAB 340A, BAE Jetstream 31/32 and J41 and the Cessna Caravan aircraft to meet its fleet requirements for its Caribbean operations.  On July 12, 2005, The Company announced that Thomas Aviation Services, LLC of Washington, DC facilitated operating leases for the Company for the acquisition of a Jetstream 31, s/n 618 and a Jetstream 32, s/n 902 with Corporate Flight Management, Inc. of Smyrna, Tennessee. To date, Corporate Flight Management, Inc. has been unable to commence the required pilot and crewing training to enable the aircraft to be utilized in our ongoing operations.   16        On August 3, 2005, The Company announced the implementation of a management plan to improve shareholder relations and communications and to create a forum to address inquiries regarding the Company and its subsidiary operations, Eastern Caribbean Air (EC Air) and Viva Air Dominicana, S.A. (VAD). A Company representative scheduled a series weekly update interviews on IBC Radio Network inform its shareholders on daily operational events. On August 4, 2005, The Company announced a statement providing updates on its operations through its subsidiary air carriers, Eastern Caribbean Air (EC Air) and Viva Air Dominicana, S.A. (VAD). The update included the appointment of a new Director of Maintenance for EC Air, including updates on the current charter flights and the delivery of the recently leased additional aircraft. On August 10, 2005, the Company announced the official launch date of its online reservations system and that it would be using a user-friendly booking engine offered by SkyVantage of Salk Lake City, Utah. Accordingly, Sky Vantage has been retained to assist the Company with implementation, installation and support. On August 12, 2005, the Company announced that its management had declared phase one of its airline development project to have been completed and that it has set in motion a strategic plan to implement a major effort to capitalize on the market and service opportunities for its Eastern Caribbean Airlines subsidiary. Sources of Liquidity  At June 30, 2005, the Company had $38,866 in cash. Since inception the Company has accumulated a deficit of approximately $16,400,000.  Our principal source of funding for the three month period ending June 30, 2005 was loans from shareholders and related parties that are being provided for working capital purposes during the development of our airline projects. As of June 30, 2005, $1,744,348 in working capital loans have been provided to the Company from these sources.  Viva International, Inc. has previously estimated that it will require a minimum of $3,000,000 of working capital to complete its subsidiaries transition from a development stage company to full operation. Air services have commenced on a very limited basis and further enhancement of services began during the week of June 3, 2005.  However, management believes that to execute its business plan to a comfortable level it would like to raise approximately $2,000,000 as soon as possible. Internal analysis and study suggests that the Company could expand its various subsidiary operations at reasonable levels with as little as $600,000 of new funding.  Viva International, Inc. does not currently have the funds necessary to provide working and expansion capital to its aviation subsidiaries. Viva International, Inc. will only be able to provide the needed capital by raising additional funds. The Company has been able to obtain support from some of its shareholder and related parties and additional support has been promised but is not guaranteed. However, there can be no guarantee that the promised amounts will be available when needed and in sufficient amounts. Management has renewed confidence as a result of beginning its operations that its plans will now be more favorably received and that obtaining funding to sustain its aviation projects is achievable.  The Company has previously announced the retention of S. G. Martin Securities, LLC to provide investment banking services. Notwithstanding the engagement of S. G. Martin, the Company has continued negotiations with other firms and/or individuals capable of providing various needed financial and capital services and availability. The Company management believes that the engagement of Martin as well as the renewed interest in our airline project will allow it access to the capital it needs to implement its strategic business plan.  17         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 further development and growth of Eastern Caribbean Airlines Corporation and Viva Air Dominicana, S.A.  Management is optimistic that the Company will be able to borrow sufficient capital to operate its aviation subsidiaries as contemplated in the Companys business plan.  Any forward-looking statements included in this Form 10-QSB reflect managements best judgment based on factors currently known and involve risks and uncertainties. Actual results may vary materially.  CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES  CRITICAL ACCOUNTING POLICIES  Financial Reporting Release No. 60 of the SEC encourages all companies to include a discussion of critical accounting policies or methods used in the preparation of the financial statements. Our consolidated financial statements filed as part our annual report (Form 10KSB at December 31, 2004 and for the twelve months then ended) include a summary of the significant accounting policies and methods used in the preparation of the consolidated financial statements.  USE OF ESTIMATES  Managements Discussion and Analysis of Financial Condition or Plan of Operation is based upon Our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. and the related disclosure of contingent assets and liabilities. Management evaluates these estimates on an on-going basis, including those related to estimated losses on the disposal of discontinued operations, the allowance for doubtful accounts and notes receivable, the estimated carrying value of investments and the value of various airline licenses and economic rights. Management gases its estimates on historical experience and on various other assumptions that they believe are reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.  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.  18       PART II - OTHER INFORMATION  Item 1.
Legal Proceedings.   (1) The Auxer Group, Auxer Telecom, Inc. and CT Industries, Inc. vs. Husni Hassan, Clifton Telecard Alliance, Kattosko Communications, Mohd Qattous and Mustafa Qattous - Superior Court of New Jersey, Law Division, Passaic County - Index No. L1120-02, filed on February 22, 2002. Auxer is requesting a sum of $1,250,000 plus interest for default of promissory note, violation of stock purchase agreement and violation of employment contract. On April 12, 2002, Clifton Telecard Alliance, Kattosko Communications, Mohd Qattous and Mustafa Qattous filed a counterclaim for violation of stock purchase agreement. The defendants have deposited $12,000 into an escrow account pending the issuance and execution of mutual releases. The distribution of amounts from escrow has not been determined. Accordingly, this matter remains open but due to the immateriality of the settlement proceeds the attorneys have indicated reluctance to pursue this
matter further. The Company will encourage a swift resolve of the remaining issues during the next few months.  (2) Trans National Communications vs. Auxer Telecom Inc. dba Auxer Group-Superior Court of New Jersey Law Division, Passaic County - Docket No. L793-02. On April 17, 2002, a judgment in the amount of $339,381.84 was obtained against the defendants. The plaintiff, Trans National Communications attached Auxers bank account even though the responsible party was Auxer Telecom. Auxers litigation counsel successfully separated the defendants in this case and the judgment is only against Auxer Telecom Inc., Auxers inactive subsidiary. The attachment on Auxers bank account should be released shortly. Auxer does not intend to contest the judgment against Auxer Telecom Inc. since it was dissolved on March 18, 2002.  (3) International Access dba Access International, Inc. v. CT Industries, Inc. -Los Angeles Superior Court, Central District - Case No. BC 282393, filed on September 30, 2002. International Access (IA) claims that CT Industries, Inc., Auxers subsidiary, entered into an agreement (Switch Port Lease and Service Agreement) with IA whereby IA would provide one year of telecommunications services to CT Industries. IA claims it provided the services and was not paid because checks from CT Industries were returned for insufficient funds. IA is requesting payment of $76,095.34 plus 10% interest per annum from March 13, 2002. Auxer does not intend to respond to this lawsuit and will allow a judgment to be entered against CT Industries, its inactive subsidiary.  (4) Mahure, LLC vs. Auxer Group, Inc. - Superior Court of New Jersey, Law Division, Passaic County; Docket No. L-4245-02. Filed August 14, 2002. Mahure, LLC, was Auxers landlord for the premises known as 12 Andrews Drive, West Patterson, New Jersey, Auxers former business address. It is suing Auxer for failure to pay base rent of $7,083.33 from October 2001 through August 2002, plus 50% of real estate taxes, insurance premiums and other fixed charges contained in Auxers lease. Mahure, LLC is requesting $58,465.49 attorneys fees, cost of suit and interest. The Company did not contest this matter and accordingly, as judgment has been entered against it for approximately $98,000.  (5) Colbie Pacific Capital- On April 24, 2002, Auxer entered into a Modification and Restructuring Agreement with Colbie Pacific Capital. The agreement required Auxer to make a $350,000 payment to Colbie by September 28, 2002. Auxer failed to make such payment and the sum of $450,000 plus accrued interest is now due to Colbie. On October 8, 2002, Auxer received a settlement offer from Colbies attorney whereby Colbie agreed to allow Auxer to sell certain assets and make the required payment. Auxer is trying to sell such assets, specifically telecommunications switching equipment. However, the assets have limited value and application and the likelihood of sale appears to be unlikely. Accordingly, the Company hopes to negotiate a settlement for less than the recorded amount of the liability.  19        (6) Abel Estrada vs. CT Industries, Inc. - Labor Commissioner, State of California - State Case Number 06-67045 JAH - Hearing Date: November 20, 2002 in Los Angeles, California. Abel Estrada, a former employee of Auxers subsidiary, CT Industries, Inc., filed a claim against CT in the amount of $10,376.08 with the Labor Commissioner, State of California, for the following claims: unpaid wages - $1,068; unpaid commissions - $8,000; unpaid vacation time - $861.33; unpaid expenses $43.75; and unauthorized deduction from wages - $403.00. CT Industries does not intend to appear at the hearing and contest this matter.  (7) Environmental Materials Corporation vs. Harvey Westbury Corp., The Auxer Group, Inc., Ronald Shaver, Ryan Shaver, et al.-On March 7, 2003 Environmental filed an action in the Superior Court of New Jersey for Ocean County, Docket No. 717-03, demanding payment for sums allegedly due it from companies under the control of Ronald & Ryan Shaver (the Shavers) and Harvey Westbury and the Company. Subsequent discovery revealed that Harvey owed a maximum of $5,500 to Environmental. This portion of the legal matter has been satisfactorily resolved. However, pursuant to this case, Harvey and the Company have cross claimed against the Shavers and the Shavers have cross claimed against the Company seeking damages with respect to their employment contracts totaling several hundreds of thousands of dollars. The Company has amended its cross claim motion to include a third party claim against Richard Anslow, Esq. of
former counsel to the Company for assisting the Shavers in their attempts to gain control of the Company during a period when Anslow was still purporting to represent the Company. The Company believes it has meritorious defenses against the claims of the Shavers and intends to vigorously defend the action. Depositions have been ordered in this matter as it moves towards an ultimate court hearing date.  (8) Paul R. Lydiate - Labor Claim in California against Auxer Telecom Inc. for $20,192. Auxer did not appear at the hearing on May 6, 2002. Auxer Telecom Inc. was dissolved on March 18, 2002.  (9) Ty Hiither vs. Viva International, Inc.-Small claims action against the Company for unpaid services related to Web Site Development. A court judgment has been entered against the Company for $3,073 as of July 12, 2004. Since the judgment has been entered the plaintiff has refused an offer to settle the claim by issuance of Company stock and has intentionally and maliciously sought to damage the Company through the development of a web site portal and by various links to the Companys web site. Pursuant to the Plaintiffs efforts, she has made various posts and made various references to the Companys plans, its employees, consultants and managers that were damaging or potentially damaging and were made without her attempts to verify or perform other due diligence to determine the accuracy and reliability of the information that she intentionally posted. The Company believes that the plaintiff may
have acted criminally and accordingly, may seek relief or other sanctions and may assess damages at amounts far in excess of the plaintiffs claim.  (10) Ronald Greene vs. Viva Airlines, Inc.- Mr. Greene previously was engaged as the chief pilot for Viva Airlines, Inc. Mr. Greene has claimed that he is owed approximately $25,000 plus certain expenses for his services during the time he was involved with the Company. Although a formal action has not yet occurred, Mr. Greene has threatened suit as well as indicating he had filed various labor and wage claims with regulatory agencies. Mr. Greene has also indicated that he has filed various complaints with aviation regulatory authorities. The Company has been unable to reach a mutually satisfying resolution of this matter.  Other than as stated above, we are not currently aware of any other pending, past or present litigation that would be considered to have a material effect on the Company or its subsidiaries. There are no known bankruptcy or receivership issues outstanding and we have no known proceedings in which certain corporate insiders or affiliates of us are in a position that is adverse to us.  20        Item 2.
Changes in Securities.  On June 23, 2004, preferred stock of 3,510,280 was converted to 35,102,800 shares of common stock pursuant to the request of the preferred holders and consistent with the provisions and features of the preferred shares.  On December 7, 2004, common stock of 4,500,000 shares was issued in partial settlement of various claims for unpaid wages and services to key employees and consultants of the Company.  On February 21, 2005, restricted common stock of 135,000 shares was issued to a Vendor as consideration for advertising and commercial media productions.  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 August 19, 2005.  VIVA INTERNATIONAL, INC.  Date: August 19, 2005
By:
/s/
Robert ScottRobert J. ScottChief Financial Officer andDirector   21