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, 2003

                                       OR

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

             For the transition period from __________ to __________

                        Commission File Number 000-30440

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


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

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

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


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

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date: 5,965,185 shares of common
stock, $0.001 par value, as of September 30, 2003.



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


                                     PART I


                              FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS

The consolidated financial statements of Viva International, Inc. (Formerly The
Auxer Group, Inc.) and subsidiaries (collectively, the "Company"), included
herein were prepared, without audit, pursuant to rules and regulations of the
Securities and Exchange Commission. Because certain information and notes
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America were condensed or
omitted pursuant to such rules and regulations, these financial statements
should be read in conjunction with the financial statements and notes thereto
included in the audited financial statements of the Company as included in the
Company's Form 10-KSB for the year ended December 31, 2002.





                                        2


<PAGE>



                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                          September             December 31,
                                                                            2003                    2002
                                                                      ------------------      ------------------
                   ASSETS                                                (unaudited)
Current Assets
<S>                                                                 <C>                     <C>
     Cash                                                           $                 -     $            10,222
     Accounts receivable, net                                                         -                  15,077
     Inventory                                                                        -                 158,447
     Employer advance                                                            43,725                       -
     Prepaid expenses                                                                 -                  55,087
                                                                      ------------------      ------------------
          Total Current Assets                                                   43,725                 238,833

Property plant and equipment, net of accumulated depreciation                         -                  20,397
Security deposit                                                                158,000                   5,132
Goodwill                                                                      6,200,000                       -
                                                                      ------------------      ------------------
          Total Assets                                              $         6,401,725     $           264,362
                                                                      ==================      ==================

              LIABILITIES AND CAPITAL
Current Liabilities
     Accounts payable and accrued expenses                          $         1,102,379     $           673,517
     Credit line                                                                 24,728                 120,731
     Taxes payable                                                               97,816                 129,240
     Notes payable                                                              535,543                 908,838
     Notes payable-shareholders                                                 510,006                 174,528
                                                                      ------------------      ------------------
          Total Current Liabilities                                           2,270,472               2,006,854

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

Commitments and contingencies

Stockholders' Equity (Deficit)
  Common stock, 1,000,000,000 shares authorized at $.001
    par value; issued and outstanding 5,965,185 at September
    30, 2003 and 446,278 at December 31, 2002                                     5,965                     446
  Preferred stock 25,000,000 shares authorized at
    $.001 par value; 16,010,280 shares outstanding at
    September 30, 2003 and 1,500,000 at December 31, 2002                        16,010                   1,500
Additional paid-in capital                                                   16,660,845              10,770,766
Accumulated deficit                                                         (12,612,817)            (12,579,136)
                                                                      ------------------      ------------------
          Stockholders' Equity (Deficit)                                      4,070,003              (1,806,424)
                                                                      ------------------      ------------------
          Total Liabilities and Capital                             $         6,401,725     $           264,362
                                                                      ==================      ==================

</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS

                                        3

<PAGE>


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

<TABLE>
<CAPTION>

                                              For the Three Months Ended               For the Nine Months Ended
                                                     September 30,                            September 30,
                                              2003                 2002                 2003                 2002
                                        ------------------   ------------------   ------------------   ------------------
                                           (unaudited)          (unaudited)          (unaudited)          (unaudited)

<S>                                   <C>                  <C>                  <C>                  <C>
Sales revenues                        $                 -  $            60,848  $                 -  $         1,279,680

Cost of sales                                      40,423              104,507               62,632              988,306
                                        ------------------   ------------------   ------------------   ------------------

Gross profit (loss)                               (40,423)             (43,659)             (62,632)             291,374

General and administrative expenses               298,832              120,321              890,848              858,194
Impairment of fixed asset                               -                    -                5,968              270,000
Depreciation and amortization                           -               31,994                    -               98,653
Interest expense                                   21,551               34,671              584,386              103,364
                                        ------------------   ------------------   ------------------   ------------------
                                                  320,383              186,986            1,481,202            1,330,211

    Loss from operations                         (360,806)            (230,645)          (1,543,834)          (1,038,837)

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

Net loss                              $          (361,806) $          (230,645) $        (1,564,457) $        (1,038,837)
                                        ==================   ==================   ==================   ==================

Net loss per common share             $             (0.07) $             (0.78) $             (0.65) $             (3.83)
                                        ==================   ==================   ==================   ==================

Weighted average shares outstanding             5,487,911              295,296            2,416,198              271,252
                                        ==================   ==================   ==================   ==================
</TABLE>




                       SEE NOTES TO FINANCIAL STATEMENTS.
                                        4
<PAGE>


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

                                                                                 For the Nine Months Ended
                                                                                     September 30,
                                                                              2003                    2002
                                                                       -----------------       -----------------
                                                                           (unaudited)            (unaudited)
Operating Activities
<S>                                                                 <C>                     <C>
   Net loss from continuing operations                              $        (1,564,457)    $        (1,038,837)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
   Depreciation and amortization                                                      -                  98,653
   Common stock issued for services                                                   -                   7,500
   Convertible loan interest                                                    584,386                       -
   Loss on sale of assets                                                        23,873                       -
   Impairment of fixed assets                                                         -                 270,000
   Other                                                                          5,968                       -
   Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                                    15,077                 142,986
   (Increase) decrease in inventory                                             158,447                 272,455
   (Increase) decrease in prepaid expenses                                       55,087                 (22,229)
   (Increase) decrease in other receivables                                     (43,725)                137,861
   Increase (decrease) in accounts payable and
      accrued expenses                                                          428,862                 250,298
   Increase (decrease) in deferred sales                                              -                 105,727
                                                                       -----------------       -----------------
   Net cash (used) by operating activities                                     (336,482)                224,414

Investing Activities
   Sale and spin off of business, net                                           (42,991)                      -
   Security deposit                                                             (44,868)                 (1,155)
                                                                       -----------------       -----------------
   Net cash provided (used) by investing activities                             (87,859)                 (1,155)

Financing Activities
   Bank loan proceeds                                                                 -                 126,000
   Payment of bank loan                                                             (41)                 (3,039)
   Short-term borrowings                                                              -                  46,275
   Payments on short and long-term debt                                        (131,474)               (382,269)
   Shareholder loan payable                                                     510,005                 (29,228)
   Colbie loan adjustment                                                        35,629                       -
                                                                       -----------------       -----------------
   Net cash provided (used) by financing activities                             414,119                (242,261)
                                                                       -----------------       -----------------
   Increase (decrease) in cash                                                  (10,222)                (19,002)
   Cash at beginning of period                                                   10,222                  27,616
                                                                       -----------------       -----------------
   Cash at end of period                                            $                 -     $             8,614
                                                                       =================       =================

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, 2003


NOTE 1-   The accompanying consolidated financial statements contain all
          adjustments necessary to present fairly the financial position of Viva
          International, Inc. and subsidiaries (collectively, the "Company") as
          of September 30, 2003 and their results of operations and their cash
          flows for the three and nine month periods ended September 30, 2003
          and 2002. Results of operations for the three and nine month period
          ended September 30, 2003 are not necessarily indicative of the results
          that may be expected for the year ending December 31, 2003. All
          material inter-company balances and transactions have been eliminated
          in consolidation.

NOTE 2-   Basic earnings (loss) per common share ("EPS") is computed as
          net earnings (loss) divided by the weighted-average number of common
          shares outstanding for the period. Diluted EPS representing the
          potential dilution that could occur from common shares issuable
          through stock-based compensation including stock options, restricted
          stock awards, warrants and other convertible securities is not
          presented for the three and nine month periods ended September 30,
          2003 and 2002 since there was no dilutive effect of potential common
          shares.

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

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

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

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

                                        6
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003


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

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

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

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

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


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

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

NOTE 14-  During the second quarter, the Company issued 4,000,000
          shares of common stock for the conversion of 400,000 shares of class A
          preferred stock.

NOTE 15-  During the third quarter, the Company issued 895,720 shares
          of common stock for the conversion of 89,572 shares of class A
          preferred stock.

NOTE 16-  During the three months and nine months ended September 30,
          2003 the Company borrowed from its shareholder Fiesta Holdings
          $130,356 And $510,006, respectively. The note payable Fiesta accrues
          interest at 8% per annum and is payable on demand.


                                        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 CT Industries, Inc and Universal
Filtration Industries, Inc. Management has announced an acquisition of a 49%
interest in Royal Aruban Airlines that has been agreed to on behalf of the
Hardyston Distributors, Inc. subsidiary. Further, plans are to rename Hardyston
and to spin-off the subsidiary. Under the plan, shareholders of record as of
October 15, 2003 will receive 1 share of Hardyston for each 3 shares of Viva
International that they own.

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

Viva International, Inc. had sales of $0 for the quarter ended September, 2003
as compared to sales of $60,848 for the quarter ended September 20, 2002. The
decrease in sales was attributed to the spin off of Harvey Westbury Corp.

Viva International, Inc. had net losses of $361,806 for the quarter ended
September 30, 2003 as compared to net losses of $230,645 for the quarter ended
September 30, 2002. The increase in net losses reflects the Company's decision
to develop its aviation related business segment and to discontinue its
automotive business lines.

Viva International, Inc. had general administrative expenses of $298,832 for the
quarter ended September 30, 2003 as compared to general administrative expenses
of $120,321 for the quarter ended September 30, 2002. The increase in these
expenses was attributable to the Company's decision to develop its aviation
related business segment and to discontinue its automotive business lines.

Viva International, Inc. had interest expenses of $21,551 for the quarter ended
September 30, 2003 as compared to $34,671 for the quarter ended September 30,
2002. The decrease in these expenses is primarily due to a reduction in notes
payable and in the interest rates applicable to the existing debt obligations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

On March 10, 2003, The Company announced that Viva Airlines, Inc. was close to
finalizing its agreement to acquire a 49% interest in Queen Air, Aeronaves
Queen, S. A. The Company formally closed on this agreement on May 14, 2003.
Subsequently, the Company formed Viva Air Dominicana S.A. Despite the agreement
with Queen Air, Aeronaves Queen, S.A., certain terms and conditions of the
agreement have not been completed and suitability of various documentation
including application and authority to perfect licensing via Queen Air have
caused the parties to terminate their agreement. Notwithstanding, no financial
liability or exposure to loss will occur as a result of the Queen Air contract
termination. Viva Air Dominicana S.A. has commenced the application with the
Aeronautical Authority for its own licensing and has been reasonably assured
that approval will occur. Accordingly, the Company plans to operate from a hub
in Santo Domingo, Dominican Republic as has been previously announced despite
the recent agreement breakdown with Queen Air.

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

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

On March 27, 2003, The Company announced that it had made executive appointments
at its Viva Airline subsidiary. Rudy Dominguez was appointed as President and
Chief Operating Officer and Oscar Hasan was appointed as Vice President of Sales
& Marketing. Mr. Hasan assumed his official duties on April 1, 2003. Mr.
Dominguez has not assumed any official duties for the Company and it appears
unlikely that he will be joining the Company in the near future.

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

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

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

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

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

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

On May 14, 2003, The Company announced that Viva Airlines, Inc. completed its
formal closing with Queen Air, Aeronaves Queen S.A. In addition, The Company
announced its plans to do a 1 for 800 reverse stock split as of May 28, 2003.
The Company also announced an offer that would allow the common shareholders to
convert their holdings into preferred shares. At September 30, 2003, the
conversion offering has not yet been completed, the Company still plans to have
its corporate counsel complete necessary documentation for distribution to the
Company's shareholders for their consideration.

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

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

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

On June 3, 2003, The Company announced the following: formation of a five member
outside advisory committee of New York City area travel associations to assist
in strategic market planning; the expected start of operations from New York to
Santo Domingo during July using sub-service providers; the plan to provide
passenger and cargo services from Punta Cana to Caracas, Venezuala and Sao
Paulo, Brazil beginning July 15, 2003 under a code share agreement with a
Brazilian air carrier; the issuance of purchase orders for ticket stock, baggage
tags, boarding passes and ticket jackets; the opening of an office in Fort
Lauderdale; the issuance of a letter of intent to acquire a 49% interest in
Tropical Air International of St. Kitts and Nevus; an agreement to acquire a 45%
interest in Northeast Bolivian Airways Ltd. to open flight service to South
America; and an agreement to acquire nine DC 9-32's from Mojave Jet as needed
under a financing facility agreement arranged by Cherokee Transportation Group.
At September 30, 2003, the Company has been unable to conduct its initial flight
operations due to its inability to raise the necessary capital to fund the
various agreements required of its start-up. The Company is unlikely to pursue a
formal agreement with Tropical Air International due to licensing and
non-disclosed liabilities which have subsequently become known. The Company has
been unable to close its acquisition of the 45% interest in Northeast Bolivian
Airways, Ltd. due to lack of capital. As of September 30, 2003, the Company no
longer plans to pursue acquisition of an interest in Northeast Bolivian Airways,
Ltd. The inability to bring closure to the Northeast Bolivian opportunity may
result in Northeast pursuing other suitors. The DC-9 acquisition agreement
remains available but the Company does not have the ability to acquire or the
need for the aircraft until it has obtained the necessary capital to commence
operations.

On July 14, 2003, The Company announced that it had moved its first plane
(L-1011-50) to Bolivia for inspection. The agreement to move the plane was
subject to a purchase or lease purchase arrangement with Tri-Star Capital, Ltd.
and the expectation of the acquisition of a 45% interest in Northeast Bolivian
Airways, Ltd. The Company agreed to absorb the cost of moving the plane from
future cash flows and requested that Tri-Star create a promissory note or debt
instrument evidencing this agreement. Tri-Star did not comply with the needed
documentation. One of the principals of Tri-Star was also a principal in
Northeast Bolivian. The purchase agreement or lease purchase agreements were not
able to be finalized to the mutual satisfaction of the parties.

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 ,
an agreement to provide various technical and administrative support as well as
financial considerations, and an agreement to provide, at a future date, two (2)
SAAB 340's. Fina Air is an independent charter airline operator that is 100%
owned by one of the original founding members of Viva Air, Inc. of Puerto Rico.
As of September 30, 2003, the Company has provided, to Fina, certain technical
support (including manuals) as well as management consultations. However, there
have been no flight services or operations that would be a part of any
substantive agreements between the two (2) companies. Due to the delay in the
start up of Viva Operations, Fina has been building its business operation
independent of Viva. Accordingly, there may be very little opportunity for Viva,
upon commencement of operations, to work with Fina as it once intended. However,
the two companies may have other mutually beneficial opportunities to work
together once Viva begins its flight operations.

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.

On September 3, 2003, The Company announced a joint venture agreement with Pride
Airline Network of Humble, Texas. Under this agreement, Pride is to provide Viva
the use of 2 Boeing 767-200 ER's. As of September 30, 2003 this agreement
remains in effect. Pursuant to this agreement, Viva would operate certain routes
for Pride. Originally, Pride expected that their needs would require an
operational start up during month of October. However, the needs, of Pride,
apparently changed and as of September 30, 2003 have not been re-determined.
This contract remains in effect.

On September 4, 2003, The Company announced that it had reached agreement with
Mach Aero International on the acquisition and financing of an L-1011-50 and on
2 727-100 Freighters. This agreement remains in effect.

On September 8, 2003, The Company announced that Fina Air has obtained its FAA
135 certificate. Please refer to management comments on news announcement of
August 11, 2003 as per above.

On September 10, 2003, The Company announced that has reached an agreement with
Air Transport Group, LLC to lease two (2) DC-9-15 for a three year period.. This
agreement remains in effect. In other news, The Company announced that Oscar
Hasan has been appointed as President of Dominican Operations. Mr. Hasan will
retain his positions as Vice President of Sales and Marketing with Viva
International, Inc.

On September 12, 2003, The Company announced the formation of an air services
division and the appointment of Arnold Lenora as the division's interim
President. At September 30, 2003, the formation of the air services division is
in process and Mr. Lenora has not yet assumed his position.

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 and that it
would do so via its subsidiary Hardyston Distributors, Inc. The Company also
announced a plan under which Hardyston would be spun-off and that would reward
Viva shareholders with 1 share of Hardyston for each 3 shares of Viva
International, Inc. owned. The necessary agreements to complete the acquisition
were finalized on November 6, 2003.

Sources of Liquidity

At September 30, 2003, the Company had no cash. Since inception the Company has
accumulated a deficit of approximately $12,612,817.

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 will have very little problem with raising the minimum levels
of financing required.

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

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

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

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

(a) Evaluation of disclosure controls and procedures.

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

(b) Changes in internal controls.

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



                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

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

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

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

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

          (4) Mahure, LLC vs. Auxer Group, Inc. - Superior Court of New Jersey,
          Law Division, Passaic County; Docket No. L-4245-02. Filed August 14,
          2002. Mahure, LLC, was our landlord for the premises known as 12
          Andrews Drive, West Patterson, New Jersey, our former business
          address. It is suing us for failure to pay our base rent of $7,083.33
          from October 2001 throught August 2002, plus 50% of real estate taxes,
          insurance premiums and other fixed charges contained in our lease.
          Mahure, LLC is requesting in excess of $90,000.00 in attorney's fees,
          cost of suit. Loss of income and interest. We are trying to settle
          this matter.

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

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

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

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

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

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

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

Item 2.   Changes in Securities.

          On May 2, 2002, we entered into an agreement whereby 8% convertible
          debentures totaling $894,185 will be retired for one million dollars
          ($1,000,000) for principal and accrued interest. The $1,000,000 is
          reduced by any proceeds received by the debenture holder from the
          conversion of the debt into common stock and the sale of common stock.
          This debt has now been satisfied in full.

Item 3.   Defaults Upon Senior Securities.

          Not Applicable

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

          None

Item 5.   Other Information.

          None

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


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

          None

          (b) Reports of Form 8-K.

          None


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized, on May 20, 2003.

                             VIVA INTERNATIONAL, INC.

Date:  November 19, 2003     By:  /s/   Stuart Carnie
                             Stuart Carnie
                             President




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

                                   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 19, 2003.

                             VIVA INTERNATIONAL, INC.

Date:  November 19, 2003     By:  /s/   Stuart Carnie
                             --------------------------
                             Stuart Carnie
                             President