SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
  FORM
10-KSB
  x    ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  For
Fiscal Year Ended
 December
31, 2007
  Commission
File #0-30440
  RIVER
HAWK AVIATION, INC.
 (Exact name of
registrant as specified in its charter)
  Nevada
 (State or
other jurisdiction of incorporation or organization)
  22-3537927
 (IRS
Employer Identification Number)
  3103
9th Avenue Drive, Hickory, NC 28601
 (Address
of principal executive offices)(Zip Code)
 
 (828)
322-6044
 (Registrant’s
telephone no., including area code)
   Securities
registered pursuant to Section 12(b) of the Act: None
  Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par
value
  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 o
  Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ( )
  Revenues
for year ended December 31, 2007: $5,320,446
 Aggregate
market value of the voting common stock (on a fully diluted basis) held by
non-affiliates of the registrant as of April 14, 2008, was: $276,180 
(based on a stock price of $ 1.05).
  Number of shares of the
registrant’s common stock outstanding as of  April 14, 2008 is: 3,337,514
  Transfer
Agent as of April 14, 2008:
  Interstate
      Transfer Company874
      E. 5900 South, Suite 101Salt
      Lake City, Utah 84107
   
  
 
 PART
I
  ITEM
1. DESCRIPTION OF BUSINESS
  River
Hawk Aviation, Inc. (“River Hawk” or the “Company”), a Nevada
corporation,  is an aviation products and services company with
operations in the aircraft charter, lease and management, fixed base operations
and maintenance segments of the general aviation industry.  In
addition to providing a full range of fueling services, line services,
ground transportation, hangar, and ramp space at its current locations Hickory,
North Carolina through its subsidiaries, Profile Aviation Center, Inc., a North
Carolina corporation, and Profile Services, Inc., a Delaware corporation
(collectively referred to herein as “Profile”), and in Concord, North Carolina
through it’s subsidiary Carolina Air Charter, Inc. a North Carolina corporation
(“Carolina Air”), River Hawk intends to develop and operate a national network
of FBO aviation facilities.  Full service capabilities and client
satisfaction will remain the strategic goal when considering expansion at a
potential location.
  Services
available at each facility:
  ·      Charter Services
 ·      Refueling Services
 ·      Full Service maintenance team and parts
supply
 ·      Aircraft storage, hangar and ramp
space
 ·      Pilot recruitment and
placement
 ·      De-ice capabilities
 ·      Office and shop
space
 ·      Crew internet
access
 ·      Escorted ramp
access
 ·      Arrangement of Ground transportation
for guests and crew
 ·      PilotTraining School(Affiliated withCaldwellCommunity College)
  
 Corporate History
 
 Previously,
River Hawk, f/k/a Viva International, Inc., focused on providing consumer
airline services in the Caribbean air travel market. Rising fuel costs and
security demands over the last several years have created downward pressure on
the profit margins in the consumer airline industry, while consumer demand for
charter aviation services has simultaneously increased.   During
the twelve month preceding this annual report, River Hawk has transitioned its
focus away from the consumer airline industry to providing charter and lease
management services to private customers.
 
 In
furtherance of its new focus, on May 16, 2007, River Hawk Aviation, Inc. sold
its equity in its former subsidiaries, Eastern Caribbean Airlines Corporation
(”EC Air”) and Viva Air Dominicana, S.A. (“VAD”), to Southland Holding Corp in
exchange for the assumption by Southland of certain liabilities of EC Air and
VAD.
 
 In
February 2007, the Company changed its name from “Viva International, Inc.” to
“River Hawk Aviation, Inc.”
 
 On May
23, 2007, River Hawk Aviation, Inc. entered into an agreement to acquire Profile
in exchange for an 1,500,000 shares of Series A Preferred stock and 4,000,000
shares of Series B Preferred stock, and completed the acquisition in August of
2007.   Profile now exits as wholly-owned subsidiaries of the
Company.
  On
November 15, 2007 the Company and River Hawk Aviation, Inc., the Nevada
corporation, and River Hawk Aviation, Inc., a Delaware corporation based in San
Antonio, Texas (the “River Hawk-SA”), amended and closed their Asset Purchase
Agreement, previously amended August 29, 2007 and January 10, 2007 and (the
“Asset Purchase”).  The Asset Purchase provided River Hawk with
inventory including SAAB 340A Aircraft and SAAB parts inventory, contracts of
River Hawk-SA, all governmental authorizations and all pending applications
therefore or renewals thereof, and intangible rights and property of River
Hawk-SA, including the permanent assignment of including its trade name
“Riverhawk Aviation.”  In exchange, River Hawk provided River Hawk-SA
with 5,500,000 shares of Series A Preferred Stock.  The sole
shareholder of River Hawk-SA, Calvin Humphrey, was appointed to the board of
directors of the Company in August 2006, prior to entry into the Asset
Purchase.  Mr. Humphrey was also appointed as the Chief Executive
Officer of the Registrant in September of 2006, subsequent to entry into the
Asset Purchase.
  In June
of 2003, the Company changed its name from “Auxer Group, Inc.,” to “Viva
International, Inc.” as a result its acquisition of Viva Airlines, Inc., a
Puerto Rico corporation.
  Neither
River Hawk nor Viva has been involved in any bankruptcy, receivership, or other
similar proceedings.
   1
   Business
of the Issuer
  1.Principal Products or Services and
their Markets
 
 River
Hawk is an aviation holding company focused the acquisition of Fixed Based
Operations (FBOs) and Maintenance Based Operations (MBOs) with the goal of
establishing a national network of charter aircraft and lease management
aircraft services.  In addition to FBO, MBO and aircraft charter
services, River Hawk also sells aircraft and aircraft shares, aviation products,
technology and aviation related consulting services, marketing and appraisals to
the aviation community.
 
 The
Company owns the Hickory, North Carolina based Profile Aviation Center, Inc. and
Profile Services, Inc., a full service FBO and MBO charter services company, the
Texas based River Hawk Aviation, Inc., a purchaser, refurbisher,
installer and supplier of aviation parts and services to niche commercial
airline and charter companies, fixed based maintenance FBOs, MBOs, government
contractors, Original Equipment Manufacturers (“OEMs”) and Carolina Air Charter,
located in Concord North Carolina, an aircraft charter services
company.
 
 In August
of 2007,  River Hawk acquired Profile, marking its first acquisition
of a full service FBO and MBO charter-services company and providing a launching
point in River Hawk’s business plan to develop a network of full service FBO and
MBO charter services companies throughout the United States.  Profile
provides high level service within the aircraft lease-management sector,
focusing on refueling services, maintenance, aircraft charter and ground
services.  Profile both provides planes for charter services and
manages independently-owned charter aircraft.  Profile primarily
serves North Carolina, South Carolina, Georgia, and the surrounding
states.  Additionally, Profile operates an on-site pilot training
school where, in cooperation with Caldwell Community College of,
Hudson, North Carolina, students can be trained in aviation.
 
 River
Hawk’s March 2008 acquisition of Concord, North Carolina based Carolina Air
Charter, Inc., was the next step in River Hawk’s expansion, providing River Hawk
with a FAA Part 135 Certificate, allowing it to offer full aircraft charter
services.  Management expects that the recent acquisition of Carolina
Air, in addition to the 2007 acquisition of Profile, enables River Hawk the
immediate ability to offer a full range of proven aircraft chartering services,
while providing the added effect of expanding River Hawk-aviation parts customer
base.  Additionally, Management expects that Profile’s maintenance
expertise will strengthen River Hawk’s aviation parts supply and service
credentials.  Furthermore, River Hawk envisions that Profile’s pilot
training program is strategically situated to enhance River Hawk’s ability in
supplying pilots for charter services and government contract
work.  Similarly, Management expects that Profile’s market growth
strategies will benefit from gaining a presence in River Hawk’s current customer
base, including purchasers of aviations parts and equipment as well as
purchasers and lessees of aircraft.
  Over the
next five years, River Hawk intends to replicate its acquisition of Profile to
either purchase and/or establish additional FBOs and charter facilities in the
Mid West, Central Northern, Atlantic, South West, California and Pacific North
West regions of the United States.  River Hawk’s expansion strategy
relies on Management’s belief that it can exploit synergies and efficient
relocation of equipment and resources to take full advantage of local knowledge
and relationships of the FBO and charter facilities that it intends to
acquire.   Additionally, the Company expects that an expanded
network will enable River Hawk customers to plan flights throughout the country
and receive competitive-rate River Hawk services at each
destination.
  Service Business
Analysis
  Charter
management in the aviation industry operates under Federal Aviation
Administration (“FAA”) Regulations Part 135, which regulates aircraft with up to
30 seats and 7,500 pounds of payload.   The National Air
Transportation Association (“NATA”) reports that there are approximately 3,000
holders of Part 135 charter certificates. These include approximately 2,550 for
fixed wing aircraft and 450 for helicopter operators.
 
 Additionally,
according to NATA, business travelers accounts for approximately 70 percent of
the charter services market, with personal travel representing the
remainder.  Notably, approximately 30 percent of charter travelers
used charter services almost exclusively, having nearly ceased using scheduled
airlines.
  NATA
further reports that the highly fragmented FBO segment of the charter services
industry is comprised of over 3,000 operators located at one or more of the
approximately 3,000 airports with at lease at least one paved 3,000-foot runway,
nationwide.  While most FBOs are single location operators, NATA
characterizes operators located at three or more airports as “chains,” and if
located in at least two distinctive regions of the country, as a “national”
chains as compared with “regional” chains.  River Hawk’s goal to
establish a national chain reflects its belief in a national chain benefits from
enhancing client retention by providing its clients with nationwide flight
access yet enabling the company to manage fuel costs at each destination in its
network.
 
  2
   River
Hawk believes the general aviation market has historically been somewhat
cyclical, with revenues correlated with general economic conditions. We also
believe that the current charter services marketplace provides growth
opportunities for the following reasons:
 
 ·
              The
      increasing emphasis on security at the country’s major airports during the
      current decade has effected a fundamental change in the demand for the
      convenience private aviation services for both business and leisure
      travel.  These security initiatives and related increase in
      check-in delays have shifted demand private aircraft
    travel.
 
 ·
              New
      generation private jet aircraft are increasingly entering the market,
      providing a broader range of more affordable variable range light and very
      light jets. As this new generation of private jet aircraft begins to
      proliferate, we believe there will be a resultant demand for more FBO
      services in secondary markets as well as in middle America, where these
      aircraft might be expected to put down and take on fuel en route to their
      final destinations.
  Greater
traffic at major and regional airports has led to a shortage of runways space
for larger, commercial  jet aircraft at major and even regional
airports, further exasperating flight delays and enhancing the very light jet
market.
  2.
 Distribution Methods of the Products and Services
  Marketing
and Sales
  With the
acquisition of River Hawk-San Antonio and Profile, we intend to dedicate a small
but focused sales force to maintain and increase sales of charter activity
primarily and FBO services, with an emphasis on maintenance and
refueling.  Senior executives will complement and enhance these
efforts and directly focus on pursuing aircraft owners to add their aircraft to
our managed fleet.
  Planed
enhancements to the Company’s website will support enables the sales force and
enhance tow way communication between clients, potential clients, and
Company.
 
 Competition
 
 Charter
services is a highly fragmented segment of the aviation industry, with
competition at the local, regional and national level.  Management
believes that the current fleet of aircraft managed it manage provides a
platform from which it can expand the type and number of aircraft that it can
deploy for charter.
 
 The
current managed fleet is comprised of 16 managed aircraft, 6 of which the
Company either owns outright or shares ownership interests and 6 of which it
manages for third-party owners, including Beech, KingAir, Citation and
Cessna.  Owning shares of certain aircraft enables the Company to
spread out carrying costs when an aircraft would otherwise be idle, while
allowing us to cost-effectively expand the size and variability of our
fleet.  As of the date of this document, the managed and charter fleet
was comprised of 1 jet aircraft and 15 propeller aircraft.  We are
currently in negotiations to lease additional jets, which will provide added
convenience at greater destination ranges to our clients.
 
 The FBO
segment of the industry, the vast majority of which are independent, single
location operators, is characterized by competition in both pricing and service,
leading to a broad range or fees and services even within relatively small
geographic regions.  River Hawk expects that as it expands its network
its increasing size will provide greater buying power from suppliers and
consequential lower costs, which will enable more consistent services and
aggressive pricing to current and potential clients.
    3
   Effect of
existing or probable government regulation
 
 Our
business operates under the regulation and supervision of the Federal Aviation
Administration (FAA). Our services, including, among other things, dispensing
fuels, repair services, maintenance services and pilot management services are
under the purview of local, regional and national regulatory agencies. The
adoption of new regulations could, and generally does, result in increased costs
that can not be reliably estimated in advance.
 
 Government
Approvals
 
 FBOs,
MBOs and charter services companies generally operate on municipal or other
government owned real estate properties, as with Profile. At times we will need
to obtain certain consents or approvals from those government entities in
conjunction with our operations, acquisition or expansion, and with the terms of
relevant airport leases.  There can be no assurance that we shall
obtain such consents on terms favorable to the Company.   Any
such failure could result inability to expand services at a location or to a
location and under certain contracts could hinder additional acquisitions that
we otherwise would consider.
 
 Costs and
effects of complying with environmental laws
 
 In
dispensing fuels and in maintenance and repair operations, we handle virgin and
waste petroleum products.  These activities are subject to federal,
state and local environmental laws. The Company intends to comply with these
laws as part of its standard operating practice. The cost of this compliance is
considered a normal cost of operations.
 
 Employees
 
 As of the
date of this document, we employ 41 full-time or part-time employees and
independent contractors.
 
 Raw
materials
  Not
applicable.
 
 Dependence
on one or a few major customers
  Not
applicable.
  Patents,
trademarks, licenses, franchises, concessions, royalty agreements, and labor
contracts
 
 River
Hawk has a trademark for its trade name, “River Hawk Aviation” and “Riverhawk
Aviation.”
  Research
and development
  Not
applicable.
  
 4
 
  
 Risk
Factors
  The
following information describes the various risks relating to both the Company’s
operations and its common stock.  The below risks are deemed as being
material to a decision to invest in our Company.  The Company could also be
adversely affected by additional risks and uncertainties not presently known or
believed to be material.  The following risks should be considered
carefully, together with all of the other information included in this
prospectus, before an investor decides to purchase any shares of the Company’s
common stock.
 
 Risks
Related to the Operations of the Company:
  The
Company’s business is difficult to evaluate because we have a limited operating
history and an uncertain future.
  While Profile was established in,
and has operated since, 1996, River Hawk, as an aviation holding company, has a
limited operating history upon which to evaluate present business and future
prospects.  We face risks and uncertainties relating to our ability to
implement our business plan successfully.  Our operations are subject
to all of the risks inherent in the establishment of a new business enterprise
generally.  The likelihood of our success must be considered in light
of the problems, expenses, difficulties, complications and delays frequently
encountered in connection with the formation of a new business, the commencement
of operations and the competitive environment in which we operate.  If
we are unsuccessfully in addressing these risk, our business, results of
operations, financial condition and prospects will be materially
harmed.
  The
Company could be adversely affected by increases in fuel prices.
  An increase in fuel prices could
discourage passengers from flying on private jets and decrease revenue for the
entire airline industry.  If fuel prices substantially increase, it
could affect the price to operate flights and adversely affect revenue, having a
material impact on achieving profitability unless the Company’s customers are
able to absorb the price increase.  The competitive nature of the
aviation industry will affect the Company’s ability to pass on increased fuel
prices by increasing rates.  Currently, we do not anticipate a
decrease of available fuel. However, dependency on foreign imports of crude oil
and the possibility of changes in government policy on jet fuel production,
transportation and marketing make it difficult to predict future availability of
jet fuel.  If there are new outbreaks of war and other conflicts in
oil producing areas, this could also affect fuel availability.
  The
segments of the aviation services industry in which the Company operates are
extremely competitive.
  The Company competes with
national, regional and local charter management operations, aircraft maintenance
operations and fixed based operators.  Most of our competitors have
been in the business far longer than we have and many may have greater financial
resources available to them.  Having greater financial resources will
make it easier for these competitors to absorb higher fuel prices and other
increases in expenses.  In addition, these competitors might seek
acquisitions in competition to us.  Accordingly, we can give no
assurance that we will be able to successfully compete in our
industry.
  The
Company’s future success is largely dependent upon locating and acquiring FBO’s
at strategic points across the country.
  The Company’s business is based
on the acquisition of FBOs and MBOs in strategic locations across the
country.  These acquisitions will be largely dependent upon location
and availability.  If the Company is unsuccessful at finding available
FBOs and MBOs to join the Company, operations and revenue would
suffer.  Furthermore, it will take significant financial resources to
acquire FBOs and MBOs.  If the Company, does not have adequate
financial resources the success of its business will be adversely
affected.
  Compliance
with various regulations governing the airline industry can be costly, and we
could be harmed if the Company fails to comply with such
regulations.
  Airlines are subject to extensive
regulatory and legal requirements that involve significant compliance costs that
can result in increased costs for passengers and the airline.  The FAA, DOT
and TSA periodically propose additional laws, regulations, taxes and airport
rates and charges.  Such measures could have the effect of raising costs,
reducing revenue or reducing demand for air travel.  The Company expects to
continue incurring expenses to comply with existing and future
regulations.  Moreover, if the Company fails to comply with applicable
regulations, it may be subject to criminal and civil sanctions.
   5
   Future
terrorist attacks, other world events, general economic conditions and other
factors beyond the Company’s control could substantially harm the
Company.
  Concerns about further terrorist
attacks have had a negative impact on air travel demand.  In addition,
security procedures introduced at airports since the attacks have increased the
inconvenience of air travel, both in reality and in customer perception, leading
to further reduction in demand.  Additional terrorist attacks, the
fear of such attacks, continued conflict in Iraq, Afghanistan and other
countries could further affect the airline industry and could cause general
instability in financial markets.
  While we believe that our lease
management and FBO services are less vulnerable to decrease in demand under
these circumstances than commercial, scheduled passenger services, because a
substantial portion of air travel, including business travel, is discretionary,
the industry tends to experience adverse financial results during economic
downturns.  Any general decline in passenger traffic may harm the Company’s
business.
  The Company may
require additional financing to expand our businesses apart from the use of
financing to effect acquisitions.
  It is possible the Company may
require additional financing during the fiscal year ending December 31,
2008.  We can give no assurances as to obtaining additional cash flow
from operations, receiving additional financing or attaining
profitability.
  Other
factors beyond the Company’s control could substantially harm the
Company.
  The Company’s operations are also
subject to delays caused by factors beyond its control, including air traffic
congestion at airports, adverse weather conditions and increased security
measures.  Such delays frustrate passengers, reduce aircraft utilization
and increase costs, all of which may affect profitability and harm the Company’s
financial condition and results of operations.
  If
the Company is unable to upgrade its aircraft and FBO procedures and equipment,
it could adversely affect the Company’s results of operations.
  The airline industry is
constantly developing new technologies and procedures for aircrafts and FBO
procedures and equipment.  If the Company cannot afford to upgrade its
equipment competitors with the newer technologies will have an advantage in the
marketplace.
  The
Company’s success is largely dependent upon key management and other
personnel.
  The Company’s future success will
be heavily dependent on the performance of our executive officers and managers,
as well as retaining and training employees.  Although we believe we
will be able to hire and retain qualified personnel, we can give no assurance
that we will be successful in obtaining, recruiting and retaining such personnel
in sufficient numbers to increase revenues, attain profitability or successfully
implement our growth strategy
  Risks
related to the Company’s Common Stock:
  The
Company’s common stock is subject to the penny stock rules.
 
 The Securities and Exchange
Commission has adopted a set of rules called the penny stock rules that regulate
broker-dealers with respect to trading in securities with a bid price of less
than $5.00. These rules do not apply to securities registered on certain
national securities exchanges (including the Nasdaq Stock Market) or
authorized for quotation on an automated quotation system sponsored by a
registered pre-1990 securities association, provided that current price and
volume information regarding transactions in such securities is provided by the
exchange or system. The penny stock rules require a broker-dealer to deliver to
the customer a standardized risk disclosure document prepared by the Commission
that provides information about penny stocks and the nature and level of risks
in the penny stock market. The broker-dealer also must provide the customer with
other information. The penny stock rules require that, prior to a transaction in
a penny stock, the broker-dealer must determine in writing that the penny stock
is a suitable investment for the purchaser and receive the purchaser’s written
agreement to the transaction. These disclosure requirements may reduce the level
of trading activity in the secondary market for a stock that is subject to the
penny stock rules. If a market ever does develop for our common stock, as to
which we can give no assurance, and it should remain subject to the penny stock
rules, holders of our common stock may find it more difficult to sell their
shares of our common stock.
 
 The
Company does not anticipate paying dividends on our common stock in the
foreseeable future.
 
 We intend to retain future
earnings, if any, to fund our operations and to expand our business.
Accordingly, we do not anticipate paying cash dividends on shares of our common
stock in the foreseeable future.
 
  6
   The
Company’s board right to authorize additional shares of preferred stock could
adversely impact the rights of holders of our common stock.
 
 Our board of directors currently
has the right, with respect to the 25,000,000 authorized shares of blank check
preferred stock, to authorize the issuance of one or more series of our
preferred stock with such voting, dividend and other rights as our directors
determine. Such action can be taken by our board without the approval of the
holders of our common stock. Accordingly, the holders of any new series of
preferred stock could be granted voting rights that reduce the voting power of
the holders of our common stock. For example, the preferred holders could be
granted the right to vote on a corporate reorganization or acquisition even if
the reorganization of acquisition would not have an adverse effect on their
rights. This right, if granted, would give them a veto with respect to any
reorganization. Or they could be granted 20 votes per share while voting as a
single class with the holders of the common stock, thereby diluting the voting
power of the holders of our common stock. In addition, the holders of any new
series of preferred stock could be given the option to be redeemed in cash in
the event of a reorganization or acquisition. This would make an acquisition of
our Company less attractive to a potential acquirer. Thus, our board could
authorize the issuance of shares of the new series of preferred stock in order
to defeat a proposal for the acquisition of our Company which a majority of our
then holders of our common stock otherwise favor.
  ITEM
2. DESCRIPTION OF PROPERTY
  The
Profile FBO facilities include 180,000 square feet of hangar, maintenance and
office facilities, with space available for expansion, as needed, at the
Hickory Regional Airport.  The facilities also include a
Federal Aviation Regulation (“FAR”) part 145 repair station
operation, a FAR part 135 charter operation, and aircraft
leasing.  Profile employs over 60 people at their facilities, 24 of
whom are independent-contractor pilots, which reduces liability
risks.  River Hawk pays the City of Hickory an approximate average
monthly rent of $13,000
per month for the lease and has recently agreed to pay additional rental fees
that will begin in May of 2008 and increase the average monthly rent
approximately $19,200.  Further, the Company has agreed with the City
of Hickory to share overall operating expenses of the airport up to ceiling of
$150,000 per year with certain credits reducing the cost sharing
exposure.  This cost sharing arrangement is intended to be in place
for approximately a 5 year period and the Company expects that the net exposure
it will have will approximate $65,000 to $75,000 per year.
  We
presently utilize approximately 950 square office space located at 954 Business
Park Drive, Traverse City, MI. The Company’s lease obligation for this space is
$950 per month plus utilities.
  ITEM
3. LEGAL PROCEEDINGS
 
 (1) Trans
National Communications vs. Auxer Telecom Inc. dba Auxer Group-Superior Court of
New Jersey Law Division, Passaic County - Docket No. L793-02. On April 17, 2002,
a judgment in the amount of $339,381.84 was obtained against the defendants. The
plaintiff, Trans National Communications attached Auxer’s bank account even
though the responsible party was Auxer Telecom. Auxer’s litigation counsel
successfully separated the defendants in this case and the judgment is only
against Auxer Telecom Inc., Auxer’s inactive subsidiary.   Auxer
does not intend to contest the judgment against Auxer Telecom Inc. since it was
dissolved on March 18, 2002.
  (2)
International Access dba Access International, Inc. v. CT Industries, Inc. -Los
Angeles Superior Court, Central District - Case No. BC 282393, filed on
September 30, 2002. International Access (“IA”) claims that CT Industries, Inc.,
Auxer’s subsidiary, entered into an agreement (Switch Port Lease and Service
Agreement) with IA whereby IA would provide one year of telecommunications
services to CT Industries. IA claims it provided the services and was not paid
because checks from CT Industries were returned for insufficient funds. IA is
requesting payment of $76,095.34 plus 10% interest per annum from March 13,
2002. Auxer does not intend to respond to this lawsuit and will allow a judgment
to be entered against CT Industries, its inactive subsidiary.
 
 (3)
Mahure, LLC vs. Auxer Group, Inc. - Superior Court of New Jersey, Law Division,
Passaic County; Docket No. L-4245-02. Filed August 14, 2002. Mahure, LLC, was
Auxer’s landlord for the premises known as 12 Andrews Drive, West Patterson, New
Jersey, Auxer’s former business address. It is suing Auxer for failure to pay
base rent of $7,083.33 from October 2001 through August 2002, plus 50% of real
estate taxes, insurance premiums and other fixed charges contained in Auxer’s
lease. Mahure, LLC is requesting $58,465.49 attorney’s fees, cost of suit and
interest. The Company did not contest this matter and accordingly, a judgment
has been entered against it for approximately $98,000.
 
 (4)
Colbie Pacific Capital- On April 24, 2002, Auxer entered into a Modification and
Restructuring Agreement with Colbie Pacific Capital. The agreement required
Auxer to make a $350,000 payment to Colbie by September 28, 2002. Auxer failed
to make such payment and the sum of $450,000 plus accrued interest is now due to
Colbie. On October 8, 2002, Auxer received a settlement offer from Colbie’s
attorney whereby Colbie agreed to allow Auxer to sell certain assets and make
the required payment. Auxer is trying to sell such assets, specifically
telecommunications switching equipment. However, the assets have limited value
and application and the last efforts made by the Company were unable to locate
the whereabouts of the assets so there appears to be no ability to resolve this
debt (claim) through a sale of assets.  Accordingly, the Company hopes
to negotiate a settlement for significantly less than the recorded amount of the
liability.
   7
  (5) Abel
Estrada vs. CT Industries, Inc. - Labor Commissioner, State of California -
State Case Number 06-67045 JAH - Hearing Date: November 20, 2002 in Los Angeles,
California. Abel Estrada, a former employee of Auxer’s subsidiary, CT
Industries, Inc., filed a claim against CT in the amount of $10,376.08 with the
Labor Commissioner, State of California, for the following claims: unpaid wages
- $1,068; unpaid commissions - $8,000; unpaid vacation time - $861.33; unpaid
expenses $43.75; and unauthorized deduction from wages - $403.00. CT Industries
does not intend to appear at the hearing and contest this matter.  Ct
Industries has been inactive since 2003.
  (6) Paul
R. Lydiate - Labor Claim in California against Auxer Telecom Inc. for $20,192.
Auxer did not appear at the hearing on May 6, 2002. Auxer Telecom Inc. was
dissolved on March 18, 2002.
 
 (7) Ty
Hiither vs. Viva International, Inc.-Small claims action against the Company for
unpaid services related to Web Site Development. A court judgment has been
entered against the Company for $3,073 as of July 12, 2004. Since the judgment
has been entered the plaintiff has refused an offer to settle the claim by
issuance of Company stock and has intentionally and maliciously sought to damage
the Company through the development of a web site portal and by various links to
the Company’s web site. Pursuant to the Plaintiff’s efforts, she has made
various posts and made various references to the Company’s plans, it’s
employees, consultants and managers that were damaging or potentially damaging
and were made without her attempts to verify or perform other due diligence to
determine the accuracy and reliability of the information that she intentionally
posted. The Company believes that the plaintiff may have acted criminally and
accordingly, may seek relief or other sanctions and may assess damages at
amounts far in excess of the plaintiff’s claim.
  (8)
Ronald Greene vs. Viva Airlines, Inc.- Mr. Greene previously was engaged as the
chief pilot for Viva Airlines, Inc. Mr. Greene has claimed that he is owed
approximately $25,000 plus certain expenses for his services during the time he
was involved with the Company. Although a formal action has not yet occurred,
Mr. Greene has threatened suit as well as indicating he had filed various labor
and wage claims with regulatory agencies. Mr. Greene has also indicated that he
has filed various complaints with aviation regulatory authorities. The Company
has been unable to reach a mutually satisfying resolution of this
matter.
  (9)
Ivan Figueroa vs. Eastern Caribbean Airlines Corporation. and Viva
International, Inc.- Mr. Figueroa filed a claim against the Company and its
former subsidiary, Eastern Caribbean Airlines, Inc., alleging that he has
suffered $5 million in damages as a result of an alleged breach of an agreement
between Eastern Caribbean Airlines, Inc. and Viva International, Inc, pursuant
to a the Company’s termination of it’s acquisition of Cool Tours,
Inc.   A status conference was held on November 30, 2006 and the
court allowed a request for discovery to be extended.  Prior to the
commencement of discovery, legal counsel for Eastern Caribbean Airlines and Viva
International, Inc. withdrew their representation of the Company due to lack of
payment of outstanding professional services.  Subsequently, the Court
ordered Eastern/Viva to appear before them with new legal
representation.  The Company has agreed to engage new counsel and a
pleading is expected to be filed within the imposed time frame as mandated by
the Courts.  Mr. Figueroa was previously the owner of Cool Tours, Inc.
d/b/a San Juan Aviation. At issue is amounts allegedly owed to Mr. Figueroa and
other unpaid obligations as well as the ownership of the Cool Tours, Inc name.
The Company had invested substantially into it’s the Cool Tours, Inc., Puerto
Rico based operations through Eastern Caribbean Airlines, Inc., and believes
that the  claimed are untenable and inflated.   The
Company recently engaged new counsel in the matter and is preparing complete
discovery.
 
 (10)Syed Hasan vs. Viva
International, Inc. and Eastern Caribbean Airlines Corporation—Mr. Hasan,
formerly the Company’s CEO and President as well as having served in other
capacities during his tenure, filed a complaint in the State of Georgia seeking
compensation for past unpaid services and for various incurred business
expenses. In October 2007, the court entered default judgment in favor of Hassan
in the amount of $219,076.66, which River Hawk subsequently satisfied in
February of 2008.  The aggregate cost of satisfying the judgment and
accompanying costs was $226,635.38.
 
 (11) Francisco
J. Sepulveda vs. Viva International, Inc.—Mr. Sepulveda has filed a charge of
discrimination against Viva before the Equal Employment Opportunity Commission
(EEOC) for discrimination on the basis of national origin and relation, in
violation of Title VII of the Civil Rights Act. The Company denies this
complaint in its entirety. No determination has made in this
matter.  River Hawk intends to demand an indemnification benefit that
received from a third party as to this litigation, pursuant to a May 10, 2007
stock purchase agreement with Southland Holding Corp., under which the Company
sold its equitable interest in Eastern Caribbean Airlines Corporation and Viva
Air Dominicana S.A. to Southland.
  12)
Richard Amador Martinez vs. Eastern Caribbean Airlines Corporation----Mr. Amador
Martinez has filed a claim with the Labor Department against Eastern Caribbean
Airlines. The Labor Department has ruled in favor of Mr. Amador Martinez and
accordingly, the Company is alleged to be obligated under this claim for an
amount less than $5,000. However, a mediation of conflicts conference has been
scheduled to be held on May 31, 2007. The Company has recorded a liability on
its books in anticipation of being required to make a payment subject to this
claim.  This claim is expected to be satisfied pursuant to a May 10,
2007 stock purchase agreement with Southland Holding Corp.
 
  8
  (13)
Zandra G. Fox-Gascott vs. Viva International, Inc.---Ms. Fox-Gascott has filed a
charge of discrimination against Viva before the Equal Employment Opportunity
Commission (EEOC) for discrimination on the basis of national origin and sex, in
violation of Title VII of the Civil Rights Act. The Company has provided certain
information to the EEOC in the matter and has denied all claims that have been
made. The EEOC has informed the Company that attempts to conciliate this matter
will not be continued by the Commission but they have referred this matter to
the attorneys to determine if any civil proceeding is warranted.
  Other
than as stated above, we are not currently aware of any other pending, past or
present litigation that would be considered to have a material effect on the
Company or its subsidiaries. There are no known bankruptcy or receivership
issues outstanding and we have no known proceedings in which certain corporate
insiders or affiliates of us are in a position that is adverse to
us.
  ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  On
February 6, 2007, the Company effected a 1 for 40 reverse stock split of both
the isues and outstaning shares of common stock of the comoany and of the
authorized shares of common stock of the Company.  All share and per share
information included in these financial statements has been adjusted to reflect
this reverse stock split.
  On August
21, 2007, a majority (54%) of the shareholders of the Company consented,
pursuant to Section 78.320 of the Nevada Revised Statutes, to (1) the amendment
to the Articles of Incorporation to increase the authorized common stock of the
Company from 25,000,000 to 500,000,000; (2) the 1-for-30 reverse split of
the issued and outstanding common stock of the common stock of the Company (3)
the merger of Profile with the Company, under which Profile became wholly-owned
subsidiaries of the Company,  and (4) the Asset Purchase of River
Hawk-SA, under , under which River Hawk-SA became a wholly-owned subsidiary of
the Company.
  PART
II
  ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
  As
of  March 15, 2008, the Company had 4,664 shareholders.  Our
shares of common stock are currently traded over the counter under the symbol
“RHWI”.
  The
reported high and low bid prices for our common stock are shown below for each
quarter during the last two complete fiscal years. The high and low bid price
for the periods in 2004 and 2003 shown below are quotations from the OTCBB. The
quotations reflect inter-dealer prices and do not include retail mark-ups,
mark-downs or commissions.
  Period
              HIGH
      BID
              LOW BID2007First
      Quarter
              35.86
              15.30Second
      Quarter
              24.00
              6.30Third
      Quarter
              8.30
              3.00Fourth
      Quarter
              7.00
              1.602006First
      Quarter
              6.80
              2.40Second
      Quarter
              4.40
              2.00Third
      Quarter
              3.60
              1.60Fourth
      Quarter
              3.20
              0.80
  DIVIDENDS
  We intend
to retain any future earnings to support our growth, in the foreseeable future.
Any payment of cash dividends in the future will be dependent upon: the amount
of funds legally available; our earnings; financial condition; capital
requirements; and other factors which our Board of Directors deems
relevant.
  ITEM
6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
  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 River Hawk Aviations’ and Viva Airlines’
products, fluctuations in pricing for products distributed by the Viva Airlines’
subsidiaries and products offered by competitors, as well as
general  marketplace conditions.
   9
  Results
of Operations for the Three Months Ended December 31, 2007 and
2006.
  River
Hawk Aviation, Inc.(formerly known as Viva International, Inc) had sales of $
3,834,986 for the quarter ended December 31, 2007 as compared to sales of $-0-
for the quarter ended December 31, 2006.  For the year ended December
31, 2007,    River Hawk completed the acquisitions of
Profile Aviation Services, Inc. and Profile Aviation Center, Inc. as well as the
privately held River Hawk during 2007.  The acquired companies had
ongoing operations which have been continued.
  River
Hawk Aviation, Inc. (formerly known as Viva International, Inc.) had a net loss
of $988,323 for the quarter ended December 31, 2007 as compared to a net loss of
$555,684 for the quarter ended December 31, 2006.   Transitional
costs and expenses in absorbing the acquisitions of Profile Aviation Services,
Inc. Profile Aviation Center, Inc. and privately held River Hawk Aviation, Inc.
as well as reorganization efforts undertaken contributed to the increase in net
losses.
  River
Hawk Aviation, Inc.(formerly known as Viva International, Inc). had general
administrative expenses of $433,440 for the quarter ended December 31, 2007 as
compared to $271,568 for the quarter ended December 31, 2006.  The
increase is costs is attributable to the completion of the acquisitions of
Profile Aviation Services, Inc., Profile Aviation Center, Inc. and the privately
held River Hawk Aviation, Inc.
  River
Hawk Aviation, Inc. (formerly known as Viva International, Inc.) had interest
expenses of $221,997 for the quarter ended December 31, 2007 as compared to
$28,187 for the quarter ended December 31, 2006.  The increase in
these expenses is attributable to the completion of the acquisitions of Profile
Aviation Services, Inc., Profile Aviation Center, Inc. and the privately held
River Hawk Aviation, Inc   Accordingly, the level of debt on
which the Company pays interest has increased from levels existing in
2006.
  Results
of Operations for the Twelve Months Ended December 31, 2007 and
2006
  River
Hawk Aviation, Inc. (formerly known as Viva International, Inc.) had sales of
$5,320,446 for the twelve month period ended December 31, 2007 as compared to
$-0- for the twelve-month period ended December 31, 2006.  The
increase in sales is entirely attributable to the Company’s acquisition of
Profile Aviation Services, Inc., Profile Aviation Center, Inc. and the privately
held River Hawk Aviation, Inc. during 2007.
    10
     River
Hawk Aviation, Inc. (formerly known as Viva International, Inc.) had net losses
of $3,406,261 for the twelve month period ended December 31, 2007 as compared to
net losses of $2,274,698 for the twelve-month period ended December 31,
2006.   The increase in net losses is due to the Company’s
reorganization during 2007 coupled with transitional expenses relating to the
Company’s acquisitions of Profile Aviation Services, Inc., Profile Aviation
Center, Inc. and the privately held River Hawk Aviation, Inc.
   River
Hawk Aviation, Inc.(formerly known as Viva International, Inc.) has general and
administrative expenses of $1,979,541 for the twelve month period ended December
31, 2007 as compared to $1,258,218 for the twelve-month period ended December
31, 2006.  The increase in general and administrative expenses is
primarily attributable to the Company’s acquisition of Profile Aviation,
Services, Inc., Profile Aviation Center, Inc. and the privately held River Hawk
Aviation combined with increased reliance on outside consultants and financial
guarantees pursuant to the acquisitions.  The majority of the
increased expenses were funded through issuance of the Company’s common
shares.
   River
Hawk Aviation, Inc. (formerly known as Viva International, Inc.) had interest
expenses of $366,779 for the twelve month period ended December 31, 2007 as
compared to $132,249 for the twelve month period ended December 31,
2006.  The increase in these expenses is attributable to the Company’s
acquisition of Profile Aviation Services, Inc., Profile Aviation Center, Inc.
and the privately held River Hawk Aviation, Inc. and the associated debt
structures that were in place at the time of acquisition..
    11
  Our
principle source of funding the three-month period ending December 31, 2007 was
from the operations of our wholly owned subsidiaries.
  Sources
of Liquidity
  For the
quarter ended December 31, 2007, we paid for operations through cash flows
generated from our subsidiaries and accordingly, reliance upon related parties
and shareholders have been significantly reduced.  We were able to
obtain a $300,000 line of credit from Wachovia Bank through guarantees of
Aerologistics Investment Holdings, LLC  Aerologistics  is a
LLC comprised of the Company’s Chief Executive Officer, a Company Director and
the Company;’’ primary legal counsel.  Largely through the financial
strength and capability of Aerologistics the Company has been able to meet its
ongoing as well as its unusual demands on its cash flows without an unusual
degree of difficulty.  Previously, we have had to rely exclusively on
loans from related parties and our shareholders.  We had notes Payable
to related parties and shareholders of $538,379 on December 31, 2007. During
2007, we did issue 43,696 common shares to  retire certain loans and
accrued interest  of $270,968 and we also issued 90,000 shares of
common stock to certain employees, advisors and consultants as partial payment
for services only and did not otherwise sell or issue any common stock for any
other operating or investment activities during the quarter ended December 31,
2007.
 
 For the
quarter ended December 31, 2006, we paid for operations through loan
contributions from related parties and our shareholders. New borrowings from
related parties and shareholders of $52,473 were provided to the Company to
assist in the payment of its related expenses. We had notes Payable to related
parties and shareholders of $747,205 and had other notes payable of $620,543 on
December 31, 2006. We did issue 453,494 shares to retire certain loans and
accrued interest and we also issued 62,500 shares of common stock to certain
advisors and consultants as partial payment for services only and did not
otherwise sell or issue any common stock for any other operating or investment
activities during the quarter ended December 31, 2006.
  Significant
Accounting Policies
  Basis of
Financial Statement Presentation
  The
Company’s consolidated financial statements have been prepared on a going
concern basis which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has incurred
$24,033,976 of net losses for the period of April 18, 1995 to December 31, 2007.
The Company’s continuation as a going concern is dependent upon its ability to
restructure its loans and obligations as well as to acquire profitable aviation
“niche” companies to complement its existing group of subsidiaries and to avail
itself of adequate financing at a reasonable cost. The Company has made
substantial progress in procuring financing since completing its acquisitions of
Profile Aviation Services, Profile Aviation Center, Inc. and the privately held
River Hawk Aviation, Inc..  However, much of the progress has been due
to the support and backing of Aerologistics Investment Partners, LLC that is
comprised of the Company’’s Chief Executive Officer, a Company director and the
Company’s primary legal counsel.  There can be no guarantee that
Aerologistics Investment Partners, LLC will continue to financially back and
support the Company and there can be no guarantee that the Company will soon be
able to acquire any needed financing on its own.
  12
 This
Form 10-KSB  may contain “forward-looking statements.” In some cases,
you can identify forward-looking statements by terminology such as “may,”
“will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or the negative
of such terms and other comparable terminology. These forward-looking statements
include, without limitation, statements about our market opportunity, our
strategies, competition, expected activities and expenditures as we pursue our
business plan, and the adequacy of our available cash resources. Although we
believe that the expectations reflected in any forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Actual results may differ materially from the predictions
discussed in these forward-looking statements. Changes in the circumstances upon
which we base our predictions and/or forward-looking statements could materially
affect our actual results. Additional factors that could materially affect these
forward-looking statements and/or predictions include, among other things: (1)
our limited operating history; (2) our ability to pay down existing debt; (3)
our ability to retain the professional advisors necessary to guide us through
our corporate restructuring; (4) the risks inherent in the investigation,
involvement and acquisition of a new business opportunity; (5) unforeseen costs
and expenses; (6) potential litigation with our shareholders, creditors and/or
former or current investors; (7) the Company's ability to comply with federal,
state and local government regulations; and (8) other factors over which we have
little or no control.
  We do not undertake any
obligation to publicly update any forward-looking statement, whether as a result
of new information, future events, or otherwise, except as required by law. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause our actual results or achievements to be
materially different from any future results or achievements expressed or
implied by such forward-looking statements. Such factors include the factors
described in our interim and audited consolidated financial statements and the
Management’s discussion and analysis of financial condition and results of
operations.
  In connection with, and because
we desire to take advantage of, the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, we caution readers regarding certain
forward looking statements in the following discussion and elsewhere in this
report and in any other statement made by, or on our behalf, whether or not in
future filings with the Securities and Exchange Commission.  Forward
looking statements are statements not based on historical information and which
relate to future operations, strategies, financial results or other
developments. Forward looking statements are necessarily based upon estimates
and assumptions that are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are beyond our
control and many of which, with respect to future business decisions, are
subject to change. These uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any forward looking statements made by, or on our behalf.
     13
   ITEM 7.
FINANCIAL STATEMENTS
  
 RIVER
HAWK AVIATION, INC.
 CONSOLIDATED
 FINANCIAL
STATEMENTS
 
 December
31, 2007
  RIVER
      HAWK AVIATION, INC.INDEXPAGEINDEPENDENT
      AUDITORS' REPORT
                  
                  
                  
                  
                  
                  F2CONSOLIDATED
      BALANCE SHEETS
                  
                  
                  
                  
                  
                  F3CONSOLIDATED
      STATEMENTS OF OPERATIONS
                  
                  
                  
                  F4CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                  F5CONSOLIDATED
      STATEMENTS OF CASH FLOWS
                  
                  
                  
                  F6NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS
                  
                  
                  
                  F7-F20
    F-1
  
 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
   Board of
Directors
 River
Hawk Aviation, Inc,
 (Formerly
Viva International, Inc.)
   We have
audited the accompanying consolidated balance sheet of River Hawk Aviation, Inc.
(formerly Viva International, Inc.) as of December 31, 2007 and the related
statements of operations, changes in stockholders’ equity and cash flows for
each of the years in the two years then ended. These financial statements are
the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements based on our audit.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of River Hawk Aviation, Inc. (formerly
Viva International, Inc.) at December 31, 2007 and the results of its’
operations and cash flows for each of the years in the two years then ended in
conformity with U.S. generally accepted accounting principles.
  As more
fully described in Note 10, River Hawk Aviation, Inc. (formerly Viva
International, Inc) is a defendant in several lawsuits alleging breach of
contract. At this time, is not possible to predict the extent of the Company’s
liability.
  The
accompanying financial statements have been prepared assuming that River Hawk
Aviation, Inc. (formerly Viva International, Inc.) will continue as a going
concern. As more fully described in Note 2, the Company has incurred operating
losses since inception and requires additional capital to continue operations.
These conditions raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s plans regarding these matters are described in
Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
   /s/ Kempisty & Company CPAs,
P.C.
 Kempisty
& Company
 Certified
Public Accountants PC
 New York,
New York
  April 15,
2008
 F-2
  RIVER
      HAWK AVIATION, INC.CONSOLIDATED
      BALANCE SHEETDecember
      31,ASSETS
                  
                  2007Current
      AssetsCash
                  
                  $
                  484,622Accounts
      receivable
                  
                  
                  512,770Inventories
                  
                  
                  724,503Prepaid
      expenses
                  
                  
                  78,876Total
      Current Assets
                  
                  
                  1,800,771Property,
      Plant & Equipment-net
                  
                  
                  19,370,501Total
      Assets
                  
                  $
                  21,171,272Liabilities
      and CapitalCurrent
      LiabilitiesAccounts
      payable and accrued expenses
                  
                  $
                  3,827,562Aviation
      maintenance and engine reserves
                  
                  
                  1,235,311Payroll
      taxes payable
                  
                  
                  26,603Notes
      payable-shareholders
                  
                  
                  538,379Current
      maturities of long term debt
                  
                  
                  5,691,774Cumulative
      dividends payable-preferred stock
                  
                  
                  109,2978% Preferred stock-Series B
                  
                  
                  2,500,000Total
      Current Liabilities
                  
                  
                  13,928,926Long
      term debt, net of current maturities
                  
                  
                  4,423,8148%
      Preferred stock-Series B
                  
                  
                  1,500,000Total
      Liabilities
                  
                  
                  19,852,740Commitments
      and contingenciesStockholders'
      EquityPreferred
      stock 25,000,000 shares authorized at $.001 par valueSeries A. 10,500 shares
      authorized, 7,000,000 shares outstanding at
Decemberwith
      3,500,000 shares to be issued
                  
                  
                  10,500Common
      stock, 500,000,000 shares authorized at $.001par
      value; issued and outstanding 197,512 at December 31, 2007
                  
                  
                  198Additional
      paid-in capital
                  
                  
                  25,341,810Accumulated
      deficit
                  
                  
                  (24,033,976
                  )Stockholders'
      Equity
                  
                  
                  1,318,532Total
      Liabilities and Capital
                  
                  $
                  21,171,272
  See
Notes to Financial Statements
   F-3
  RIVER
      HAWK AVIATION, INC.VIVA INTERNATIONAL, INC.(FORMERLY
      VIVA INTERNATIONAL, INC.)CONSOLIDATED
      STATEMENTS OF OPERATIONSFor
      the Year EndedDecember
      31,2007
                  
                  
                  2006Sales
      revenues
                  
                  $
                  5,320,446
                  
                  
                  $
                  -Cost
      of sales
                  
                  
                  4,389,439
                  
                  
                  
                  -Gross
      profit (loss)
                  
                  
                  931,007
                  
                  
                  
                  -General
      and administrative expenses
                  
                  
                  717,541
                  
                  
                  
                  928,818Compensation
      & services paid for in stock
                  
                  
                  1,262,000
                  
                  
                  
                  330,000Expenses
      resulting from reorganization paid for in stock
                  
                  
                  964,871
                  
                  
                  
                  -Interest
      expense
                  
                  
                  366,779
                  
                  
                  
                  132,2493,311,191
                  
                  
                  
                  1,391,067(2,380,184
                  )
                  
                  
                  (1,391,067
                  )Other
      income and (expenses)Gain (loss) on
      disposal of assets
                  
                  
                  (1,554
                  )
                  
                  
                  -Interest
      income
                  
                  
                  1,478
                  
                  
                  
                  46Miscellaneous
      income
                  
                  
                  61,248
                  
                  
                  
                  -Miscellaneous
      expense
                  
                  
                  (42,273
                  )
                  
                  
                  -(Loss)
      from continuing operations
                  
                  
                  (2,361,285
                  )
                  
                  
                  (1,391,021
                  )Provision
      for income taxes
                  
                  
                  0
                  
                  
                  
                  0Net loss from continuing
      operations
                  
                  
                  (2,361,285
                  )
                  
                  
                  (1,391,021
                  )(Losses) from discontinued
      operations-net of tax
                  
                  
                  (935,679
                  )
                  
                  
                  (883,677
                  )Net (loss) before preferred
      dividends
                  
                  
                  (3,296,964
                  )
                  
                  
                  (2,274,698
                  )8%
      cumulative preferred dividend
                  
                  
                  109,297
                  
                  
                  
                  -Net
      (loss) for common shareholders
                  
                  
                  (3,406,261
                  )
                  
                  
                  (2,274,698
                  )Basic
      and fully diluted (loss) per share-continuing operations
                  
                  $
                  (21.58
                  )
                  
                  $
                  (28.92
                  )(Loss)
      per share from discontinued operations
                  
                  $
                  (8.55
                  )
                  
                  $
                  (18.38
                  )Total
      (loss) per share
                  
                  $
                  (31.13
                  )
                  
                  $
                  (47.30
                  )Weighted
      average shares outstanding
                  
                  
                  109,419
                  
                  
                  
                  48,089
  See
Notes to Financial Statements
   F-4
  RIVER
      HAWK AVIATION, INC.(FORMERLY
      KNOWN AS VIVA INTERNATIONAL, INC.)CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITYCommon
      Stock
                  
                  
                  Preferred
      Stock
                  
                  
                  Capital
      in($0.001
      par value)
                  
                  
                  ($0.001
      par value)
                  
                  
                  Excess
      ofShares
                  
                  
                  Amount
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Par Value
                  
                  
                  Deficit
                  
                  
                  TotalBalance
      December 31, 2005
                  
                  
                  44,513
                  
                  
                  $
                  45
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  14,309,058
                  
                  
                  $
                  (18,354,571
                  )
                  
                  $
                  (4,045,468
                  )Common
      stock issued for services
                  
                  
                  2,083
                  
                  
                  
                  2
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  329,998
                  
                  
                  
                  -
                  
                  
                  
                  330,000-Common
      stock issued in settlement ofdebt and accrued
      interest
                  
                  
                  15,116
                  
                  
                  
                  15
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,052,337
                  
                  
                  
                  -
                  
                  
                  
                  1,052,352Loss
      for year ended December 31, 2006
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,274,698
                  )
                  
                  
                  (2,274,698
                  )Balance
      December 31, 2006
                  
                  
                  61,712
                  
                  
                  
                  62
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  15,691,393
                  
                  
                  
                  (20,629,269
                  )
                  
                  
                  (4,937,814
                  )Common
      stock issued for services
                  
                  
                  90,000
                  
                  
                  
                  90
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  736,910
                  
                  
                  
                  -
                  
                  
                  
                  737,000Common
      stock issued in settlement ofdebt
      and accrued interest
                  
                  
                  43,696
                  
                  
                  
                  44
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  270,924
                  
                  
                  
                  -
                  
                  
                  
                  270,968Fractional
      share adjustments issuedpursuant
      to stock splits
                  
                  
                  2,104
                  
                  
                  
                  2
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2
                  )
                  
                  
                  -
                  
                  
                  
                  -Preferred
      stock authorized pursuant toacquisition
      of Profile Aviaiton Services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  750,000
                  
                  
                  
                  750
                  
                  
                  
                  3,222,345
                  
                  
                  
                  -
                  
                  
                  
                  3,223,095Preferred
      stock authorized pursuant toacquisition
      of Profile Aviation Center
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  750,000
                  
                  
                  
                  750
                  
                  
                  
                  4,527,414
                  
                  
                  
                  -
                  
                  
                  
                  4,528,164Preferred
      stock authorized pursuant tothe acquisition of inventories
      andfinancial
      guarantees and commitments
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  5,500,000
                  
                  
                  
                  5,500
                  
                  
                  
                  819,500
                  
                  
                  
                  -
                  
                  
                  
                  825,000Preferred
      stockauthorized pursuant tofinancial
      guarantees and commitments
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,500,000
                  
                  
                  
                  3,500
                  
                  
                  
                  521,500
                  
                  
                  
                  -
                  
                  
                  
                  525,000Costs
      and adjustments resultingfrom
      reorganization
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (448,174
                  )
                  
                  
                  1,554
                  
                  
                  
                  (446,620
                  )Deficit
      adjustment pertaining tosubsidiary's
      economic interestsLoss
      for year ended December 31, 2007
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (3,406,261
                  )
                  
                  
                  (3,406,261
                  )Balance
      December 31, 2007
                  
                  
                  197,512
                  
                  
                  $
                  198
                  
                  
                  
                  10,500,000
                  
                  
                  $
                  10,500
                  
                  
                  $
                  25,341,810
                  
                  
                  $
                  (24,033,976
                  )
                  
                  $
                  1,318,532
  See Notes to Financial
Statements
  F-5
  RIVER
      HAWK AVIATION, INC.(FORMERLY
      VIVA INTERNATIONAL, INC.)CONSOLIDATED
      STATEMENT OF CASH FLOWSFor
      the Year EndedDecember
      31,2007
                  
                  
                  2006Operating
      ActivitiesNet
      loss
                  
                  $
                  (3,406,261
                  )
                  
                  $
                  (2274698)Adjustments
      to reconcile net loss to net cashused
      by operating activities:Depreciation
                  
                  
                  498,820
                  
                  
                  
                  -Common
      stock issued for services
                  
                  
                  1,262,000
                  
                  
                  
                  330,000Preferred
      stock issued pursuant to reorganization
                  
                  
                  964,871
                  
                  
                  
                  -Loss
      from discontinued operations
                  
                  
                  935,679
                  
                  
                  
                  883677
                  )Cumulative
      preferred dividends
                  
                  
                  109,297
                  
                  
                  
                  -Changes
      in operating assets and liabilities:(Increase)
      decrease in receivables
                  
                  
                  (516,330
                  )
                  
                  
                  6,476(Increase)
      decrease in inventories
                  
                  
                  39,415
                  
                  
                  
                  -(Increase)
      decrease in prepaid expenses and other assets
                  
                  
                  (78,876
                  )
                  
                  
                  129,723Increase
      (decrease) in accounts payable and accrued expenses
                  
                  
                  -(124,275)
                  
                  
                  
                  467,586Increase
      (decrease) in taxes payable
                  
                  
                  (3,774
                  )
                  
                  
                  (40,743
                  )Net
      cash (used) by operating activities
                  
                  
                  (319,434)
                  )
                  
                  
                  (497,979
                  )Investing ActivitiesAcquired
      cash position through merger and acquisition
                  
                  
                  632,227
                  
                  
                  
                  -Acquisition
      of fixed assets
                  
                  
                  (8,569
                  )
                  
                  
                  -Net
      cash provided (used) by investing activities
                  
                  
                  623,658
                  
                  
                  
                  -Financing ActivitiesLoans
      from related parties,shareholders & others
                  
                  
                  48,027
                  
                  
                  
                  495,861Loans
      from financial institutions
                  
                  
                  300,000
                  
                  
                  
                  -Repayment
      of installment debt obligations
                  
                  
                  (169,355
                  )
                  
                  
                  -Net
      cash provided by financing activities
                  
                  
                  178,672
                  
                  
                  
                  495,861(Decrease)
      in cash
                  
                  
                  482,896
                  
                  
                  
                  (2,118
                  )Cash
      at beginning of period
                  
                  
                  1,726
                  
                  
                  
                  3,844Cash
      at end of period
                  
                  $
                  484,622
                  
                  
                  $
                  1,726Supplemental
      Disclosures of Cash Flow Information:Cash
      paid during year for:Interest
                  
                  $
                  366,779
                  
                  
                  $
                  132,249Income
      taxes (benefits)
                  
                  $
                  -
                  
                  
                  $
                  -
  See Notes to Financial
Statements
  F-6
   RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
    Note
1-ORGANIZATION AND OPERATIONS
  River Hawk
Aviation, Inc. (formerly Viva International, Inc) is currently comprised of its
wholly owned subsidiaries: Profile Aviation Services, Inc, Profile Aviation
Center, Inc., Hardyston Distributors, Inc. , CT Industries and Universal
Filtration Industries.   In addition, the company controls the
assets and activities of variable interest entities known as King Air 27CS, LLC,
Commonwealth Aviation, LLC and Eagle Aviation, LLC and accordingly, the assets,
liabilities and operations of these entities are included in the Company’s
consolidated financial statement.   The Company previously held
equity interests in Viva Airlines, Inc., Viva Air Dominicana S.A. and Eastern
Caribbean Airlines, Inc. which have been sold and/or assigned to the Southland
Holdings Group, Inc.
  River Hawk
Aviation, Inc. was formed on June 20, 1920 under the laws of the State of Idaho
as The Auxer Gold Mines. On May 2, 1995 the certificate was amended to change
the name of the Company to Auxer Industries, Inc.
  OnAugust 11, 1997the Company incorporated in the State
ofDelawareunder the name of The Auxer Group,
Inc. In September 1997 the shareholders of the company voted to exchange their
shares on a one to one basis for shares in the new company, The Auxer Group,
Inc. which became effectiveJanuary 1, 1998.
  During June
of 2003, The Auxer Group, Inc. changed its name to Viva International,
Inc.
  On March 14,
2005, Viva International, Inc. reorganized as a Nevada corporation.
  On April 18, 1995,
the Company acquired CT Industries, Inc. (“CT”), a New Jersey
corporation.
  On February
8, 1996, the Company acquired Universal Filtration Industries, Inc. (“Universal
Filtration”), a New York corporation.
  On April 22,
1999, the Company formed Hardyston Distributors, Inc. (‘Hardyston”) d/b/a The
Mechanics Depot, a Nevada Corporation.
  On January 8,
2003, the Company entered into an agreement to exchange 256 shares of the
Company’s common stock for 100% ownership of Viva Airlines, Inc., a Puerto Rico
corporation.
  OnSeptember 26, 2006, the Company agreed to purchase
essentially all of the assets of River Hawk Aviation, Inc. a privately heldTexascorporation in a transaction providing
for the payment of up to $2.5 million of cash and the issuance of 500.000 shares
of Preferred Class A shares. OnJanuary 10, 2007, the Company amended this agreement to
provide for the issuance of two promissory notes aggregating $2.5 million in
lieu of the cash requirement and changed the shares issued to 3.5 million shares
of common stock in lieu of preferred shares.  The agreement was
amended a third time due to the Company’s inability to raise sufficient capital
to meet any of the agreement’s underlying cash requirements and due in part to
some difficulty in providing reasonable accounting estimates of the carrying
value of the assets acquired.  Accordingly, the agreement was amended
(and the transaction closed as of August 29, 2007) to provide for 5.5 million of
Preferred Series A stock in exchange for a portion of the assets of privately
held River Hawk Aviation and that certain other assets would be placed with the
Company on a consignment basis subject to the Company providing warehousing,
insurance, inventory management & control, sales & marketing and
administration.  The Company will retain 20% of sales revenues on
consignment inventory asset sales up to $781,250 and will retain 35% of all
remaining sales as long as the consigned inventory would remain in its
possession.   Further details of the agreements have previously
been provided via 8-K filings ofSeptember 26, 2006,January 10, 2007andNovember 15, 2007are available for
examination.
 
 The asset acquisition
agreement of the privately held River Hawk Aviation, Inc assets and business
operations including customer contacts, lists, inventories, contracts and other
required assets puts the Company into the wholesale and retail distribution of
aviation spare parts and accessories as well as provides it will the opportunity
to provide aviation brokerage services. Privately held River Hawk Aviation, Inc.
has operated at volumes approximating $1 to $1.8 million during each of the most
recently completed three years endedDecember 31, 2006
 
 In February of
2007, the Company changed its name from Viva International, Inc. to River Hawk
Aviation, Inc. to reflect its new corporate vision and the desire to capitalize
upon the good will and networking capability of its privately owned
predecessor.
 
 On May 10,
2007, the Company agreed to sell its interests in Viva Air Dominicana S.A. and
Eastern Caribbean Airlines, Inc. to Southland Holdings Group, Inc. in exchange
for the payment of certain existing liabilities.  To date, there have
been difficulties with the exchange and there is some doubt as to the
willingness and/or ability of Southland Holdings Group, Inc. to complete the
agreement as was intended.  At any rate, the Company has no intention
of resuming operations at either Eastern Caribbean Airlines or Viva Air
Dominicana S.A. should Southland be forced to vacate the sales
agreement.
  On August 28,
2007, the Company completed the acquisition of Profile Aviation Services, Inc.
and Profile Aviation Center, Inc. (“Profile”) by exchanging 1.5 million shares
of Preferred Series A securities and 4.0 million shares of 8% Preferred Series B
securities for the entire equity interest in each of the Profile
companies.  Profile operates an aviation fixed base operation from a
regional airport in Hickory, North Carolina.  Profile provides the
following services to its customers: aircraft maintenance, aircraft leasing for
Company owned and privately owned aircraft, flight following and related pilot
and owner services, ground handling, and aviation fueling.   In
2006, Profile generated in excess of $10 million in operating
revenues.  Profile Aviation Services, Inc. is a managing member and
equity stakeholder in Eagle Aviation, LLC, Commonwealth Aviation, LLC and King
Air N2727CS, LLC.  Eagle, Commonwealth and King are entities created
to hold aviation assets and the utilization of the assets and administration
thereto is determined and controlled by Profile Aviation Services,
Inc.
 
 
 
 F-7
    RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
   Note
2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Basis
of Financial Statement Presentation/Going Concern
 
 The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The Company incurred net losses of $24,033,976
for the period from April 18, 1995 to December 31, 2007 and had limited
operating revenues during the period of January 8, 2003 through December 31,
2006.  Concurrent with the acquisitions of privately held River Hawk
Aviation, Inc., Profile Aviation Services, Inc. and Profile Aviation Center,
Inc. in August of 2007, the Company realized in excess of $5.3 million in
operating revenues in 2007.  However, the Company has not yet been
able to achieve reportable operating income from its
operations.  Pursuant to the 2007 acquisitions noted above the Company
issued additional debt and equity instruments.  In addition, the
Company was aware that certain existing indebtedness of its acquired companies
would have to be reworked or refinanced due to a change in ownership or a
scheduled expiration of maturation of the loans.   These factors
indicate that the Company’s continuation as a going concern is likely to be
dependent upon its ability to obtain adequate financing.
  The Company
will require substantial additional funds to sustain its existing subsidiary
operations as well as to meet its obligations resulting from the issuance of an
8% preferred security containing call features with the first calls of
approximately $2.5 million due to occur within the next 12
months.  The call feature guarantees the holder a strike price of $1
per share.  The preferred holder has the option of converting the
preferred into shares of common stock and the Company believes that the
preferred holder will exercise the conversion to common rather than to make a
call.  The Company plans to make other acquisitions of aviation
“niche” companies and to expand its existing subsidiary operating base and to
perhaps, add additional aviation assets.  The execution of these plans
will require ongoing and long term financing and accordingly the Company will
continue on an ongoing basis to engage it various financing
efforts.
  The
consolidated financial statements presented consist of the Company and its
wholly owned subsidiaries, Profile Aviation Services, Inc., Profile Aviation
Center, Inc., Viva Airlines, Inc., CT Industries, Inc., Universal Filtration
Industries, Inc.,,, Hardyston Distributors, Inc., Eastern Caribbean Airlines
Corporation and its 49% owned Viva Air Dominicana S.A., all of which are under
common control. Material inter-company transactions and balances have been
eliminated in consolidation.
  Earnings
(Loss) per share
  Basic
earnings (loss) per share is based on the weighted effect of all common shares
issued and outstanding, and is calculated by dividing net income or loss by the
weighted average shares outstanding during the period. Diluted earnings (loss)
per share is calculated by dividing net income or loss by the weighted number of
common shares used in the basic earnings per share calculation plus the number
of common shares that would be issued assuming conversion of all potentially
dilutive common shares outstanding. Dilutive earnings (loss) per share is not
presented since diluted securities have an anti-dilutive effect.
    
 
 F-8
 
    RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
  Note
2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
  Use
of Estimates
  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Accordingly, actual results could differ from those estimates.
  Impairment
of Long-Lived Assets
  In the event
that facts and circumstances indicate that the carrying value of long lived
assets, including associated intangibles may be impaired, an evaluation of
recoverability is performed by comparing the estimated future undiscounted cash
flows associated with the asset to the asset’s carrying amount to determine if a
write down to market value or discounted cash flows is required.
   Note 3-  SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
  Recent
Accounting Pronouncements
  Noncontrolling interest in
Consolidated Financial Statements
  On December
4, 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160,
Noncontrolling interest in Consolidated Financial Statements.  SFAS
No. 160 requires all entities to report noncontrolling (minority) interests in
subsidiaries as equity in the consolidated financial statements.  The
statement establishes a single method of accounting for changes in a parent’s
ownership interest in a subsidiary that doe not result in deconsolidation and
expands disclosures in the consolidated financial statements.  SFAS
No. 160 is effective for fiscal years beginning after December 15, 2008 and
interim periods within those fiscal years.  We have not determined the
impact of the adoption of SFAS No. 160 on our consolidated financial statements
and footnote disclosures.
 
 Business
Combinations
 
 On December
4, 2007, the FASB issued SFAS. NO. 141R, Business Combinations.  SFAS
No. 141R requires the acquiring entity in abusiness combination to recognize all
the assets acquired and liabilities assumed, establishes the acquisition date
fair value as the measurement objective for all assets acquired and liabilities
assumed, and requires the acquirer to expand disclosures about the nature and
financial effect of the business combination.  SFAS No. 141R is
effective for business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008.  We have not yet determined the impact of the
adoption of SFAS No. 141R on our consolidated financial statements and footnote
disclosures.
  Stock based
compensation
  In December,
2004, the Financial Accounting Standards Board (“FASB”) issued Statement on
Financial Accounting Standards (“SFAS”) No. 123 (R), “Share-Based Payment,”
which revises SFAS No. 123. SFAS No. 123 (R) requires all share-based payments
to employees, including grants of employee stock options, to be recognized as
compensation expense based on their fair value. Effective January 1, 2003, the
Company adopted the fair value recognition provisions of SFAS No. 123. We plan
to adopt SFAS No. 123 (R) effective July 1, 2005, using the modified prospective
method and do not expect any impact on our results of operations or financial
position.
  
    
 F-9
  RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
  Note
3- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
  Variable
interest entities
  In December,
2003, the FASB issued a revised Interpretation No, 46, Consolidation of Variable
Interest Entities. The interpretation clarifies the application of Accounting
Research Bulletin (‘ARB”) No, 51, Consolidated Financial Statements, to certain
types of entities. The Company does not expect the adoption of this
interpretation to have a material impact on its financial
statements.
  In January,
2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest
Entities, an Interpretation of ARB. No. 51, requiring all variable interest
entities (“VIEs”) to be consolidated by the primary beneficiary. The primary
beneficiary is the entity that holds the majority of the beneficial interests in
the VIE. In addition, the interpretation expands disclosure requirements for
both variable interest entities that are consolidated as well as VIEs from which
the entity is the holder of a significant amount of beneficial interests, but
not the majority. The disclosure requirements of this interpretation are
effective for all financial statements issued after January 31, 2003. The
consolidation requirements of this interpretation are effective for all periods
after June 15, 2003. Pursuant to the Company’s acquisition of Profile Aviation
Services during 2007, it has become the primary beneficiary and is in control of
the utilization and administration of aviation assets held in Eagle Aviation,
LLC, Commonwealth Aviation, LLC and King Air N27CS, LLC.  Accordingly,
these respective entities have been consolidated into the financial statements
of the Company.  For the reporting period ended at December 31, 2007,
$217,482 of operating losses from the operation of Eagle Aviation, LLC,
Commonwealth, LLC and King Air N27CS, LLC are included in the Consolidated
Statements of Operations.  These respective entities are essentially
“asset holding” enterprises with an expected limited term of
existence.  The Company has the capability of selling off the assets
through its brokerage capabilities, trading off the asset, buying out or selling
out its equitable interest.  With regard to future operations, the
Company does not expect this interpretation to have a material impact on its
consolidated financial position or results of operation.
  Note
4- ACQUISITIONS
  Mergers and
Acquisitions
 
 On August 28,
2007, the Company merged with and acquired Profile Aviation Services, Inc. and
Profile Aviation Center, Inc.  Pursuant to the mergers and
acquisitions, the Company issued 1.5 million shares of Preferred Series A and
4.0 million shares of Preferred Series B.  The Preferred Series A
shares have the equivalent voting rights of 10 votes per each share as compared
to common shares which have voting rights of  one vote per one
shares.  The Preferred Series B shares carry a cumulative coupon of 8%
and also contain a call feature that the allow the holder to upon 30 days prior
notice call the Company to purchase dated calls at a designated purchase price
of $1 per share.  Under the merger and acquisition agreement, 1.5
million shares are convertible at any time, 1.0 million shares are convertible
at any time following twelve months from the date of agreement (August 28,
2007), 1.0 million shares are convertible at any time following twenty four
months from the date of the agreement and 500,000 shares are convertible at any
time following thirty six months from the date of the agreement.  In
exchange for the value of the net assets received in merger and agreement of
$11,873,252, the Company has valued the Preferred Series B shares issued at the
call provision of $1.00 per share and has valued the Preferred Series A shares
issued at $7,873,252.
 
 Asset Acquisition
Agreement
 
 On August 29,
2007, the Company completed the acquisition of aviation parts and accessories
from a company privately owned by the Company’s Chief Executive
Officer.  The Company issued 5.5 million shares of Preferred Series A
in exchange for the net assets received of $205,337.  The Preferred
Series A shares had an estimated market value of $825,000 based upon the current
trading market price in the Company’s common shares.  The difference
between the value of shares exchanged and the net assets received has been
recognized as a reorganization expense.
 
 Acquisition
of Telecommunications Switch Operations
  On August 24,
2000 the Company acquired two telecommunications excel switching platforms from
Colbie Pacific Capital, an unrelated party, in exchange for a note payable in
the amount of $558,000 (which included imputed interest at 12% in the amount of
$48,660). The Company placed these assets into its wholly owned subsidiary,
Auxer Telecom, Inc. In December of 2000, Auxer Telecom started operations. The
note is in default.  The Company does not intend to cure the default
on this debt obligation. However, the Company believes that it will be able to
negotiate a favorable settlement with Colbie and hopes that this can be done
during 2008 or reasonably soon thereafter.   During 2001 the
Company closed down Auxer Telecom, Inc. and transferred its assets to Auxer,
Inc. The Company determined the assets were impaired in 2002 and accordingly,
they were written down by $299,159.
      F-10
  RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
   Note
4- ACQUISITIONS
(continued)
  Acquisition
of Telecommunications Switch Operations (continued)
  The Company
has not operated the switching equipment at any time during the years ended
December 31, 2006 and 2005 respectively. Since the Company has defaulted on the
underlying equipment indebtedness to Colbie, it is presumed that Colbie has
taken possession of the asset as there has been no indication to the contrary.
It is unlikely that the Company will seek to recover the asset pursuant to its
attempts to negotiate a settlement with Colbie. Accordingly, the Company has
removed the asset from its books and records. The asset’s basis, at time of
removal from the books, was $249,334. In addition, the accumulated depreciation
of the asset to the date the asset was removed from the books was $249,334.
Accordingly, no gain or loss was recognized in the financial statements as a
result of the Company’s adjustment.
  Note 5-  ACCOUNTS
RECEIVABLE
  At December
31, 2007, the Company had trade accounts receivables of
$512,770.  Receivables consist of open accounts generated pursuant to
utilization of the various Company aviation services principally as
follows:  scheduled and general maintenance, aircraft leasing and
fueling services.  The collection of open trade receivables is usually
fairly expedient and the need for reserves for uncollectible accounts has not
previously been necessary.  Accordingly, any bad debts or
uncollectible accounts have been expensed as required.  To improve the
timeliness of existing payments on account, the Company has recently changed its
terms of open account to net/fifteen.  The effect of this change in
terms has been favorable.
 .
 The Company has determined that no
reserve for bad debts or uncollectible accounts is necessary as ofDecember 31, 2007.
  Note 6-  ACCOUNTS PAYABLEANDACCRUED EXPENSES
  Accounts
      payable and accrued expenses consist of the
  following:
  Accounts
      payable-trade
                
                $
                1,742,935Customer
      deposits
                
                
                539,324Accrued
      salaries
                
                
                746,118Accrued
      expenses
                
                
                412,889Accrued
      interest
                
                
                386,296$
                3,827,562
  Note
7- MAINTENANCE AND
ENGINE RESERVES
 
 The Company
calculates estimates of reserves for normal and scheduled aircraft maintenance
as well as for aircraft engines.  The determination of the amount to
reserve is based upon flight times or cycles to its next phase inspection or
overhaul and an estimate of the amount of the costs associated with the
maintenance or engine repairs and modifications.  At December 31,
2007, the Company has reserved $1,235,111 to cover the estimated costs of future
maintenance and repairs.
    F-11
  RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
  Note
8- Debt
  The
      following is a summary of debt at December 31,
  2007:
  Colbie
      Pacific Capital2001,
      payable in 10 monthly principal and interest payments of $10,000 and 1
      principal and interest payment of $458,000, secured by equipment. The note
      is currently in default.  Interest is being accrued at 8% per
      annum . This debt is is recorded as a current obligation recorded as a
      current obligation.
                  
                  $
                  535,543RBC
      BankNotes
      payable to RBC Bank, due January 15, 2008,currently
      paying interest only at approximately 6% undermutual
      agreement with RBC Bank, unsecured .
                  
                  $
                  43,619Notes
      payable to RBC Bank, due June 29, 2009, payable$16,500
      monthly at prime as adjusted, currently approximately6%,
      secured by equipment
                  
                  $
                  1,768,504Notes
      payable to RBC Bank, due March 17, 2009, payable$17,200
      monthly at prime as adjusted, currently approximately6%,
      secured by equipment.
                  
                  $
                  1,538,941Notes
      payable to RBC Bank, due December 19, 2008, payable$13,500
      monthly at prime as adjusted, currently approximately6.25%,
      secured by equipment
                  
                  $
                  972,809Notes
      payable to RBC Bank, due March 15, 2008, payable$12,150
      monthly at prime as adjusted, currently approximately6%,
      secured by equipment.  By mutual agreement, paymentshave
      been continued after the scheduled maturity date.
                  
                  $
                  1,273,051Notes
      payable to RBC Bank, due January 15, 2008, payable$--,---
      monthly at prime as adjusted, currently approximately6%,
      secured by equipment.  By mutual agreement, paymentshave
      continued after the scheduled maturity date.
                  
                  $
                  691,006Notes
      payable to RBC Bank, due December 29, 2008, payable$6,900
      monthly at prime as adjusted, currently approximately6%,
      secured by equipment.
                  
                  $
                  561,869Notes
      payable to RBC Bank, due June 22, 2011, payable$7,650
      monthly plus interest at prime as adjusted, currently approximately6%,
      secured by equipment.
                  
                  $
                  485,866
    F-12
  RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
  BB&T
      BankNotes
      payable to BB&T Bank, due October 2, 2009, payable$4,700
      monthly at prime as adjusted, currently approximately6%,
      secured by aviation hangars.
                  
                  $
                  445,511Notes
      payable to BB&T Bank, due December 2, 2008, payable$8,500
      monthly at prime as adjusted, currently approximately6%,
      secured by aviation hangars.
                  
                  $
                  968,923Parkway
      BankNotes
      payable to Parkway Bank, due January 9, 2013, payable$6141
      monthly at 7.625%, secured by equipment
                  
                  $
                  529,946Wachovia
      BankNotes
      payable to Wachovia under revolving line of credit, interestat
      prime as adjusted, currently approximately 6%, usecured
                  
                  $
                  300,000Total
                  
                  $
                  10,115,588Less
      current maturities
                  
                  $
                  5,691,774Long
      term portion
                  
                  $
                  4,423,814Maturities
      of long-term debt in the years subsequent to December 31, 2007, are as
      follows:Years Ending December 31,2008
                  
                  $
                  5,691,7742009
                  
                  $
                  3,638,6692010
                  
                  $
                  118,1532011
                  
                  $
                  238,9842012
                  
                  $
                  30,8612013
                  
                  $
                  397,146Total
                  
                  $
                  10,115,588
  Notes
payable to Related Parties or Shareholders
  The Company
has borrowed $538,379 at 8% interest from a number of related parties and
shareholders. The company has issued a promissory note for each lender and has
affixed a short expiration agreement on the promissory notes to encourage active
participation with each related party or shareholder who has expressed a
willingness to assist our Company. All of the existing note agreements are
scheduled to expire on December 31, 2008 but will continue beyond this date
unless demand for payment is made. Should such demand be made and the Company is
unable to satisfy the demand by a cash payment the note holder can request that
payment be made in Company shares of common stock according to a formula as
described in the note instruments.
  To date there
have been no principal or interest payments made on the notes that were
outstanding as of December 31, 2007.
 
 Aerologistics Investment Partners,
LLC
 
 Aerologistics
Investment Partners, LLC is organization comprised of Calvin Humphrey, CEO and
Director of River Hawk Aviation, Inc., Richard Girouard, a Director of River
Hawk Aviation, Inc. and David Otto, Principal Counsel for River Hawk Aviation,
Inc.
 
 During the
year ended December 31, 2007, Aerologistics was a guarantor on a $1.5 million
loan that was extended for the purchase of 1.5 million shares of the Company’s
Series B stock that was held by Carroll Smith, a Director of River
Hawk Aviation, Inc.  Mr. Smith’s shares were received in
connection with the sale and merger of Profile Aviation Services, Inc. and
Profile Aviation Center, Inc. to River Hawk Aviation, Inc. on August 28,
2007.
 
 Aerologistics
Investment Partners, LLC has also provided banking guarantees pursuant to a
$300,000 line of credit that was provided by Wachovia Bank in October of 2007in
favor of Profile Aviation Center, Inc. for operating purposes.
 
   F-13
   RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
  Note
9- INCOME
TAXES
  The Company
provides for the tax effects of transactions reported in the financial
statements. The provision, if any, consists of taxes currently due plus deferred
taxes related primarily to differences between the basis of assets and
liabilities for financial and tax reporting. The deferred tax assets and
liabilities, if any, represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered and settled. As of December 31, 2007, the Company had
no material current tax liability, deferred tax assets, or liabilities to impact
on the Company’s financial position because the deferred tax asset related to
the Company’s net operating loss carry forward was fully offset by a valuation
allowance.
  The Company
has net operating loss carry forwards for income tax purposes of approximately
$24,031,000 at December 31, 2006. These carry forward losses are available to
offset future taxable income, if any, and expire beginning in 2014. The
Company’s utilization of this carry forward against future taxable income may
become subject to an annual limitation due to a cumulative change in ownership
of the Company of more that 50%.
 
 Deferred
      tax asset at December 31, 2007
                
                $
                9,400,000Valuation
      allowance
                
                
                (9,400,000
                )Net
      deferred tax assets
                
                $
                -
  The Company
recognized no income tax benefits for the loss generated for the periods through
December 31, 2007.
  Statement on
Financial Accounting Standards (“SFAS”) No. 109 requires that a valuation
allowance be provided if it is more likely than not that some portion or all of
a deferred tax asset will not be realized. The Company’s ability to realize the
benefit of its deferred tax asset will depend on the generation of future
taxable income. Because the Company has yet to recognize significant revenue, it
believes that a full valuation allowance should be provided.
    
  F-14
 RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
  Note
9- BUSINESS AND CREDIT CONCENTRATIONS
  The amount
reported in the financial statements for cash, accounts receivable and
investments approximates fair value. Because the difference between cost and the
lower of cost or market is immaterial, no adjustment has been recognized in the
financial statements.
  Financial
instruments that potentially subject the company to credit risk consist
principally of accounts receivable.
  Note
10- COMMITMENTS AND CONTINGENCIES
  Litigation
& Governmental proceedings
 
 The Company
has several legal matters that have not been resolved as of the date of the
financial statements and as of April 9, 2007 the date of this report and for
which exposure to liability may exist.. Among the unresolved legal matters are
the following:
 
 1).Ivan
Figueroa versus Eastern Caribbean Airlines and Viva International, Inc. has
continued without resolution and Mr. Figueroa claims that he has suffered $5
million in damages due to an alleged breach of an agreement entered into with
Eastern Caribbean Airlines and Viva International, Inc.. This claim continues to
be governed through the court system in Puerto Rico. Recently, the Company’s
counsel handling this litigation withdrew from his representation due to a
failure to make satisfactory payments or arrangements to pay for his services.
Company has engaged new counsel to continue its representation in this matter as
mandated by the Courts. Management believed that this matter could be resolved
without significant cost and exposure but due to the change in counsel has not
had an opportunity to assess the opinion of new counsel in assessing the
reasonableness of its beliefs. Accordingly, there is no absolute certainty that
this matter can be resolved in a reasonable period of time nor is there any
reason to believe that that this matter can be handled outside the jurisdiction
of the Court system.. Due to this uncertainty the potential for an adverse
result and a material effect on the Company is possible.  Despite this
uncertainty, the Company believes that this claim is without merit and will upon
the filing of Corporate response to interrogatories file a motion for
dismissal.
 
 2).
Francisco J. Sepulveda vs. Viva International, Inc. represents a charge of
discrimination made before the Equal Employment Opportunity Commission (EEOC) on
the basis of national origin. Despite the Company’s claim that this charge is
without merit it is conceivable that the EEOC could rule differently and
accordingly, the Company is at risk for potential fines and awards that could be
made in favor of Mr. Sepulveda.
 
 3).
Richard Amador Martinez vs. Eastern Caribbean Airlines Corporation---Mr. Amador
Martinez has filed a claim with the Labor Department of Puerto Rico for unpaid
wages and vacation pay. Mr. Amador Martinez was dismissed for cause. The Labor
Department has ruled in favor of the employee but a mediation of conflicts
conference has been scheduled for May 31, 2007. The amount of potential exposure
in this matter is less than $5,000 and has previously been recorded to the
books. Since this claim is in an ongoing status there can be no assurances that
the claim will be settled as expected or that the mediation of conflicts
conference will be favorable to the Company.
 
 4).
Zandra G. Fox-Gascott vs. Viva International, Inc.—Ms. Fox-Gascott has filed a
charge of discrimination before the Equal Employment Opportunity Commission
(EEOC) on the basis of national origin and sex. The Company has provided
information refuting the claim of Ms. Fox-Gascott but no formal report of
examination has been issued. The Company believes this claim is without merit
but is concerned that, at present, there is another claim with EEOC that is
outstanding and this could influence the examiner to rule unfavorably against
the Company and thus subject it to potential fines and awards that could be made
in favor of Ms. Fox-Gascott.
  Should an
adverse judgment result from any of the above matters, it could have the effect
a material adverse effect on the Company’s financial postion and results of
operations..
 
 
 F-15
 RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
  Leases
 
 The Company
leases land, airport hangars, office space and a fueling farm (facility) from
the City of Hickory, North Carolina.  The rental amounts paid are
variable and based,, in part, on the amount of fuel sales.  The base
amount of rentals paid each month is approximately $13,000.  By mutual
agreement with the City of Hickory, the Company has agreed to begin paying an
additional $6,191 per month beginning in May of 2008 for office space housing
the Company’s fixed base operation.  Further, the Company has agreed
to split certain costs of operating the airport with the City of Hickory up to
$150,000 annually with certain offsets allowed for fuel sales, increased tax
base, additional aircraft and hangar utilization.
  The Company
estimates that its rental obligation is as follows:
  2008
                  $234,7322009
                  265,809  cost
      sharing up to $74,2222010
                  273,862  cost
      sharing up to   71,1912011
                  282,236  cost
      sharing up to   68,0392012
                  299,364  cost
      sharing up to   64,760Balance
      of term, leasewith
      options expiring  in
      2028
                  $7,677,229  cost
      sharing up
to  119,520
 The cost
sharing provision of the lease expires in 2014.
 
 The Company
leases trucks under a sixty month lease that provides for monthly payments of
$1,663.  The lease is due to expire in 2011.
 
 The Company
leases fuel trucks from Arrow Energy that provides for monthly payments of
$2,295.  This lease terminated in April of 2008 as the Company changed
its fuel supplier to Avfuel and has agreed to lease trucks from Avfuel under a
60 month lease providing for $3,350 per month.
 
 The
Company rents executive office space in Michigan on a month to month basis at
the rate of $950 month plus utilities.  During 2007, $11,400 in
occupancy costs were paid for the utilization of the Company’s Michigan
offices.
  There are no
long term lease commitments in effect at December 31, 2006.
  Note
11- REVERSE STOCK SPLIT
  On February
6, 2007, the Company effected a 1 for 40 reverse stock split. All share and per
share information included in these financial statements has been adjusted to
reflect this reverse stock split.
 
 On October
16, 2007, the Company e4ffected a 1 for 30 reverse stock split.  All
share and per share information included in these financial statements has been
adjusted to reflect the effects of this reverse stock split.
     F-16
 
   RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
   Note
12- STOCK OPTION PLAN
  The Company
has a Stock Option Plan (the “Plan”) under which selected individuals may be
granted options to purchase shares of the Company’s authorized but unissued
common stock. The maximum number of shares available for issuance under the Plan
is twenty five million shares which has been reduced to 26 shares as a result of
the most recent reverse stock split combined with that of a previous reverse
stock split. Under the plan, the option exercise price may be more, equal to or
less than the fair market value of the Company’s common stock at the date of
grant. Options currently expire no later than 5 years from the grant date and
are 100% vested. Proceeds received by the Company from the exercise of stock
options are credited to common stock and additional paid in
capital.
  At December
31, 2007, there are no stock options outstanding.
  The Company
accounts for its plan under Accounting Principles Board (‘APB”) Statement No. 25
(Accounting for Stock Issued to Employees). Accordingly, compensation is
recognized in the Company’s financial statements when the exercise price of the
Company’s employee stock options is less than the market price of the Company’s
common stock on the date of grant.
  The Company
has adopted a plan pursuant to SFAS No. 123 (R) (Share based payment) that
became effective July 1, 2005 and requires all share-based payments to
employees, including grants of employee stock options, to be recognized as
compensation expense based upon their fair value.
  The pro forma
net income impact under FASB No. 123 (“Accounting of Stock-Based Compensation”)
and under SFAS No, 123 (R) is not material.
   F-17
   RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
  Note
13- STOCKHOLDER’S EQUITY
  Preferred
stock
  The Company
is authorized to issue up to 25 million shares of preferred stock
..  At December 31, 2007 the Company had issued 10.5 million shares of
Preferred Series A and 4.0 million shares of Preferred Series B shares as more
fully described below.  Accordingly, at December 31, 2007, the Company
had 8.5 million shares of non designated Preferred shares that had not been
issued.
 
 The Preferred
Series A shares carry the equivalent of 10 voting rights for each share owned as
compared to common shares that are allowed one vote for each share
owned.
 
 The Preferred
Series B shares carry a coupon rate of 8% and are eligible to be exchanged into
common shares at various intervals typically each occurring one year apart and
further contain a call feature whereby the owner of the Preferred Series B can
surrender or “call” upon the Company to purchase its share for a designated
price of $1 per share.
 
 Pursuant to
the merger and acquisition of Profile Aviation Services, Inc. and Profile
Aviation Center, Inc. the Company issued 1.5 million shares of Preferred Series
A shares and 4.0 million of Preferred Series B shares.
 
 Pursuant to
the asset acquisition agreement of privately held River Hawk Aviation, Inc. from
the Company’s Chief Executive Officer and further yet to certain financial
guarantees and commitments tendered for the benefit of the Company, the Company
issued 5.5 million shares of Preferred Series A.
 
 Pursuant to
the certain financial guarantees and commitments tendered for the benefit of the
Company, the Company issued 3.5 million shares of Preferred Series A to the
managing partner of the Company’s primary legal services firm.
  Accordingly,
at December 31, 2007, there were 10.5 million shares of Preferred Series A
issued and/or authorized and outstanding and 4.0 million shares of Preferred
Series B issued and/or authorized and outstanding.
  Common
stock
  During the
year ended December 31, 2006, the Company issued 62,500 shares of common stock
as payment for $330,000 of services and issued 453,494 shares of common stock as
settlement of $1,052,352 of notes payable and accompanying accrued
interest.
 
 During the
year ended December 31, 2007, the Company issued 90,000 shares of common stock
as payment for $736,910 of services and issued 43,696 shares of common stock as
settlement of $$270,924 of notes payable and accompanying accrued
interest.
 
 F-18
  RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
   Note
14- OTHER MATERIAL DISCLOSURES AND SUBSEQUENT EVENTS
  Cool
Travels, Inc. and Eastern Caribbean Airlines Corporation
  On February
9, 2005, Viva International, Inc. by and through its newly formed Puerto Rican
subsidiary, Eastern Caribbean Airlines Corporation (corporate charter approved
on March 18, 2005) entered into a purchase option/joint venture agreement with
Cool Travels, Inc. d/b/a San Juan Aviation. Under the terms of the agreement,
Eastern Caribbean Airlines Corporation gains immediate control of the airline
charter operation of Cool Travels, Inc. in exchange for the assumption of
approximately $300,000 in underlying indebtedness. All debts are subject to
audit verification. The purchase price gives the Company and its subsidiary
immediate access to all licensing rights, utilization of any and all aviation
equipment, control of the files, data base, customer lists, goodwill and any and
all other related assets. At December 31, 2005, Eastern Caribbean Airlines
Corporation has obtained its own airline operating license (Charter license FAA
135) and terminated its agreement with Cool Travels, Inc. d/b/a San Juan
Aviation. As a result, Eastern Caribbean Airlines Corporation has reduced its
obligation to assume $300,000 in debts to amounts paid during the period
governed by the combined operations of Eastern Caribbean Airlines and Cool
Travels, Inc. Since Eastern has acquired its own airline operating license, it
has allowed for the return of the Cool Travels, Inc. license to the corporation
and its owners. A further discussion of this matter is provided in legal
proceedings.
  Discontinued
operations
  Concurrent
with the an asset purchase agreement of aviation parts and accessories of
privately held River Hawk Aviation, Inc. from the Company’s Chief Executive
Officer, the Company changed its name  and management changed its
corporate direction towards the acquisition of aviation “niche” companies with
ongoing operations, profitability and cash flows and away from the development
of start up companies. This shift is managerial direction  resulted in
management’s decision to discontinue operations at our subsidiary locations in
Puerto Rico and the Dominican Republic and to spin them off or to sell them to
Southland Holdings Group, Inc.  Strategically, management believes
that the continuation of operations in Puerto Rico and the Dominican Republic
would have interfered with its ability to attract capital to pursue acquisitions
and would require an allocation of existing available funds with an unlikely
expectation of return. Accordingly, management is discussing various options
designed to accommodate a possible spin out of the Caribbean subsidiaries in
exchange for consideration that may take the form of debt reductions or
adjustments and a continuing ownership participation in the spin
out.
 
 At December
31, 2006 and 2007, management has accounted for this event as a loss from
discontinued operations. Included within the losses is an estimated reserve for
costs and expenses associated with the closure of the existing
offices.
    F-19
  RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2007
 
 Southland Holdings Group,
Inc.
 
 The
Company agreed to spin out or sell its subsidiary interests in Eastern Caribbean
Airlines, Inc. and Viva Air Dominicana S.A. to Southland Holdings Group, Inc. in
May of 2007.  To date, Southland has not shown evidence of a
capability to begin operating Eastern Caribbean Airlines, Inc. and it is highly
unlikely that certain legal matters pertaining to perfecting the ownership of
Viva Air Dominicana S.A. can be done at a reasonable cost.  Management
has considerable doubts as to the ability of Southland Holdings Group, Inc. to
complete our agreement.  However, any debts associated with the
previous operation of Eastern Caribbean Airlines, Inc. and Viva Air Dominican
S.A. have remained on the Company’s books awaiting the receipt of evidence
indicating a discharge or a settlement.  Should the Southland
agreement be vacated, Company management expects it will seek available remedies
to effectuate the orderly liquidation and or dissolution of Eastern Caribbean
Airlines, Inc.   For all intents and purposes, the Company has
abandoned all efforts to reconcile any legal or corporate issues involved with
Viva Air Dominicana S.A.
  Syed (Oscar)
Hasan
 
 Mr. Hasan
previously served the Company as an officer an director.  Upon his
termination in 2006, he had made certain claims for compensation against the
Company which were disputed and consequently remained unresolved.  Mr.
Hasan commenced civil action against the Company and due to the Company’s
inability to retain proper counsel was able to obtain a judgment in 2007 against
the Company for in excess of $200,000.  In February of 2008, the
Company satisfied the judgment by payment in full of $226,635.  The
funds necessary to satisfy this judgment were provided by Aerologistics
Investment Partners, LLC.  Calvin Humphrey, River Hawk’s Chief
Executive Officer, Ric Girouard, a director for River Hawk, and David Otto,
River Hawk’s primary counsel make up the ownership of
Aerologistics  Investment Partners, LLC.
 
 Issuance of S-8
shares
 
 On March 13,
2008, the Company issued 1.5 million common shares to Ric Girouard, a director
in the Company and a member of Aerologistics Investments Partners, LLC and 1.5
million common shares to David Otto, the Company’s primary legal counsel and a
member of Aerologistics Investment Partners, LLC.  The award of S-8
shares was for management consulting services as well as consideration for
certain financial guarantees and actual payments that has provided a basis for
the Company’s ability to have completed the acquisition of Profile Aviation
Services, Inc., Profile Aviation Center, Inc. and Carolina Air Charter, Inc.
which is discussed below.  In addition, financial assistance has been
provided in the creation of a working line of credit with Wachovia Bank and the
payment of a judgment creditor (Hasan).
  Acquisition of Carolina Air Charter,
Inc.
 
 On March 18,
2008, the Company entered into a stock purchase agreement for the purchase of
100% of issued and outstanding common stock of Carolina Air Charter,
Inc.  Consideration of $425,000 was paid in exchange for stock so
acquired and the funding was provided by Aerologistics Investment Partners,
LLC.
 
 
 F-20
  ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  No
changes.
  ITEM
8A. CONTROLS AND PROCEDURES
 
 Evaluation of Disclosure
Controls and Procedures
 
 We
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act, as of December 31, 2007. Our principal executive and financial officers supervised
and participated in the evaluation. Based on the evaluation, our principal
executive and financial officers each concluded that our disclosure controls and
procedures were effective in providing reasonable assurance that information
required to be disclosed by us in the reports we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s forms and rules as of December 31,
2007.
 
 Management’s
Annual Report on Internal Control Over Financial Reporting
  Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act as a
process designed by, or under the supervision of, a company’s principal
executive and principal financial officers and effected by a company’s board of
directors, management and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. Our internal control over financial reporting includes
those policies and procedures that:
  ·  pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets;
  ·  provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that our receipts and expenditures
are being made only in accordance with authorizations of our management and
directors; and
  ·  provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the financial statements.
  Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
  Our
management, including the chief executive officer and principal financial
officer,concluded
that we did not maintain appropriate internal control over financial reporting
at December 31, 2007. In arriving at that conclusion, we considered the criteria
established in Internal Control – Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (“COSO”) and we did not
perform a complete assessment as outlined in Commission Guidance Regarding
Management’s Report on Internal Control Over Financial Reporting Under Section
13(a) or 15(d) of the Exchange Act.
 
 Review
of practices and results.
 
 In
summary, the company did not conduct sufficient testing of internal controls in
2007 to satisfy COSO requirements. As a result, we have put an implementation
plan in place whereby in 2008 sufficient testing to satisfy COSO requirements
will be performed.
 
 Despite
the insufficient testing, we believe that our consolidated financial statements
contained in this Form 10-KSB filed with the SEC fairly present our financial
position, results of operations and cash flows for the fiscal year ending
December 31, 2007 in all material respects. This annual report does not include
an attestation report of our independent registered public accounting firm
regarding internal control over financial reporting. Our internal controls were
not subject to attestation by our independent registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit us to provide only management’s report in this annual
report.
 
 
 14
  Changes in internal
controls
  There
were no changes in the Company’s internal control over financial reporting that
occurred during the Company’s fiscal year nor subsequent last fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting.
  ITEM
8B. OTHER INFORMATION
  On March
18, 2008 River Hawk entered into a Stock Purchase Agreement (the “Acquisition
Agreement”) for the purchase of one hundred percent (100%) of the issued and
outstanding common stock of Carolina Air Charter, Inc., a North Carolina
corporation (“Carolina Air”).  The Company completed the transaction
on March 18, 2008, as well.      Under the
Acquisition Agreement, River Hawk purchased 100% of the issued and outstanding
capital stock, securities convertible into capital stock and all capital stock
equivalents (the “Carolina Common Stock”) for a total of Four hundred
twenty-five thousand and 00/100 US Dollars ($425,000.00) payable in two
payments, as follows:  (i) Three hundred fifty-thousand Dollars
($350,000.00), which River Hawk paid upon the closing of the Acquisition
Agreement, and (ii) the balance of Seventy-five thousand Dollars ($75,000.00)
upon River Hawk’s receipt of the City of Concord’s and Concord Regional
Airport’s consent to the Acquisition Agreement, which the parties expect to
occur during April 2008.
 
 Established
in 1989 and based in Concord, North Carolina, Carolina Air provides direct air
charter to private and corporate clients.  In addition to access to
Carolina Air’s clients, this Acquisition Agreement provides River Hawk with a
135 certificate, allowing it to add and offer charter services.
 
 On
January 11, 2008, the Board ratified the issuance of 1,500,000 shares of common
stock to Richard Girouard for strategic and financial management services
rendered to the Company; 1,500,000 shares of common stock to David Otto for
strategic and financial management services and legal services rendered to the
company, and ratified the engagement agreement of the Otto Law Group, PLLC, for
the provision of legal services; 20,000 shares to Steve Careaga for aviation
industry research and analysis; and 10,000 shares of common stock to Steven
Peacock  for aviation industry research and analysis, and; authorized
the registration these 3,000,000 shares of common stock on Form
S-8.
 
 Also on
January 11, 2008 the Board ratified a existing consulting agreements with
Mirador Consulting, Inc. (“Mirador”) for the provision of financial services and
identification of capital resources in exchange for 100,000 shares of common
stock; ratified the consulting agreement with 18KT.TV, LLC (“18KT”) for the
provision of public relations and market research and analysis in exchange for
3,334 shares of common stock; ratified the consulting agreement with JPC Capital
Partners, Inc. (“JPC”) for the provision of financial services and
identification of capital resources in exchange for 3,334 shares of common
stock; and authorized the issuance of these 106,668 shares of common stock
pursuant to a private placement exemption under Section 4(2) of the Securities
Act.
 
  PART
III
  ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT
  Neither
the Company, its property, or any of its directors or officers is a party to any
pending legal proceeding, nor have they been subject to a bankruptcy petition
filed against them.  None of its officers or directors has been
convicted in, nor is subject to, any criminal proceeding.
  Our
directors and officers as of December 31, 2007, who remain the directors as of
he filing of this annual report are set forth below.
  NAME
              AGE
              POSITIONSCalvin
      Humphrey
              60
              Chairman
      of the Board, Chief Executive OfficerRobert
      J. Scott
              58
              Chief
      Financial Officer, Secretary/Treasurer,
    DirectorRichard
      R. Girouard
              53
              DirectorRoger
      Larreur
              46
              DirectorCarroll
      Smith
              74
              Director
 
  15
  Calvin Humphrey has served as
a Director since August 14, 2006 and became the Company’s Chief Executive
Officer on September 27, 2006. Mr. Humphrey’s has held responsible executive
positions in public and private aviation companies in a 37 year career. Mr.
Humphrey has held executive positions with BAE Systems, Embraer Aircraft and
Fairchild Aircraft in addition to having served as President and Chief Executive
Officer of regional air carriers Northcoast Executive Airlines and Jetstream
International Airlines. Most recently, Mr. Humphrey has operated as a wholesale
and retail distributor of aircraft parts and accessories from privately owned
businesses in San Antonio, Texas.
  Robert J. Scott has served as
a Director and Chief Financial Officer since January 15, 2003. At various times
since 2003, Mr. Scott has also filled the positions of President and Chief
Executive Officer most recently serving as the Chief Executive Officer during
the period of March 9, 2006 through August 3, 2006. From January 15, 2003 to
July 15, 2004, Mr. Scott was our sole director. From May 2002 until January
2003, Mr. Scott was the Secretary and Treasurer of Renegade Venture
Corporation (now known as Global Aircraft Solutions, Inc (OTCBB:GACF). He was
responsible for all financial and accounting aspects of such
business.  From May 2002 until January 2003, Mr. Scott was Chief
Financial officer of Hamilton Aerospace Technologies, Inc. (a wholly owned
subsidiary of Renegade Venture Corporation now known as Global Aircraft
Solutions, Inc). He was responsible for all financial and accounting aspects of
such business.  Mr. Scott has operated a consulting firm since
1990 specializing in tax, accounting, financial and management
consulting.  In 1971, Mr. Scott received his Bachelor of Science
degree in Business Administration from Michigan Technological
University.
  Richard R. Girouard was
appointed to the Board on November 16, 2007.  Heis the President and
CEO Girouard Associates, Inc., located in New Canaan,
Connecticut.  Mr. Girouard has over 30 Years experience as a Custom
Home Builder of Luxury Single Family and Multi Family Residential properties
throughout the Farmington Valley, Greater Hartford area, New London, Lower
Fairfield Counties of Connecticut, Anguilla, BWI and Vieques, PR.  He
has has won numerous industry awards for his Custom Homes and Residential
Developments.  Additionally, Mr. Girouard has over 20 years experience
as a Commercial Property Developer in Hartford, Stonington, North Stonington,
Greenwich, Darien and Manchester, Connecticut as well as Watch Hill, Rhode
Island and Davies, Florida.  Mr. Girouard is a founder of USA Bank in
Westchester County, New York.  Additionally, he is a founder,
shareholder, and member of the board of the directors of DiscoveryTel, a
significant provider of communications services and equipment located in
Hartford, Connecticut and Reston, Virginia.  DiscoveryTel provides
these services throughout Africa and the Middle East.
 
 Roger Larreur is Director of
Sales & Marketing for Canada and the Eastern United States for Swissport,
USA, Inc. Swissport International, Ltd. is the leading service provider in the
global ground and cargo handling business. Previous to this, Mr. Larreur has
held management and executive positions with American Trans Air, Maxmar Aviation
Consulting, Paradise Airlines d/b/a Continental Connection, Gulfstream
International Airlines d/b/a Continental & United Connection, Alitalia
Airlines, Pan Am Express Airways, and Braniff Airlines.
 
 Mr. Carroll G.
Smith.Mr. Smith is currently the President of Profile
Aviation Center, Inc. and Profile Aviation Services, Inc. and has over 40 years
in management of aircraft maintenance, flight departments and air transport
along with over 20,000 flight hours in various aircrafts.  Mr. Smith
has held the position of chief pilot and director of flight operations for
numerous companies.  Furthermore, he has years of both hands-on and
management-related mechanic and maintenance experience on a wide variety of
aircrafts.  Mr. Smith is also a member of the board of Directors of
River Hawk Aviation, Inc.
 
 Certain
Legal Proceeding Involving Directors
  No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.
  Compliance
with Section 16(a) of the Exchange Act
 
 Section
16(a) of the Exchange Act requires the Company’s officers, directors and persons
who beneficially own more than 10% of the Company’s common stock to file reports
of ownership and changes in ownership with the SEC. These reporting persons also
are required to furnish the Company with copies of all Section 16(a) forms they
file. None of the officers or directors of the Company have provided to the
Company any filed reports upon their acquisition or disposition of securities of
the Company.  With the exception of the aforementioned, to the
Company’s knowledge, no officers, directors and persons who beneficially own
more than 10% of the Company’s common stock have failed to file the reports
required pursuant to Section 16(a).
   16
   ITEM
10. EXECUTIVE COMPENSATION
  EXECUTIVE
COMPENSATION
 
 Summary
Compensation Table
  The
following table sets forth all the compensation earned by the person serving as
the Chief Executive Officer (Named Executive Officer) during the fiscal years
ended December 31, 2007 and 2006 and any other officers who have earned greater
than $100,000 in total salary and bonuses during the 2007 or 2006 fiscal
years.
  Annual
      Compensation
                
                
                Long-Term
      CompensationAwards
                
                
                Pay-OutsName
      and Principal Position
                Year
                
                Salary
                  ($)
                
                
                Bonus
                  ($)
                
                
                Other
                  Annual
                  Compen-
                  Sation
                  ($)
                
                
                Securities
                  Restricted      Stock
                  Award(s)
                
                
                Under-
                  Lying
                  SARs
      (#)
                
                
                Options/
      Payouts
                
                
                LTIP
                  ($)
                
                
                All
                  Other
                  Compen-
                  sationCal
      Humphrey(1)
                2007
                
                $
                187,000
                
                
                $
                -0-
                
                
                $
                -0-
                
                
                
                245,000
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-President,
      CEO and Director
                2006
                
                
                58,716
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-Robert
      J. Scott(2)
                2007
                
                $
                146,500
                
                
                
                -0-
                
                
                
                --0-
                
                
                
                175,000
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-CFO,
                2006
                
                $
                225,000
                
                
                
                -0-
                
                
                
                --0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                --0-
                
                
                
                -0-
                
                
                
                -0-Secretary
      and Treasurer;President
      , intermittently, during February 2004 through July 2006Carroll
      Smith,Director
      of Operations of Profile(3)Rudolpho
      (4)
                2007
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-Dominguez
                2006
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-Former
      CEO and DirectorSyed
      Hasan(5)
                2007
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-Former
      CEO, President
                2006
                
                
                60,000
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-Secretaryand
      Director
  (1)
Calvin Humphrey is the current Chief Executive Officer of the
Company.  Mr. Humphrey was appointed as CEO of the Company and
chairman of the Board of Directors on September 27, 2006 and has served as a
director of River Hawk since August 21, 006.    Mr. Humphrey was
issued 500,000 shares of Common Stock on or around May 23, 2007 and 500,000
shares of Common Stock on August 21, 2007, which common stock was subject to the
October 2007 1-for-30 reverse stock split.
  (2) Mr.
Scott accrued salary has not been paid during the period of December 31, 2005
through November 9, 2006.   Mr. Scott was issued 200,000 shares
of Common Stock on or around May 23, 2007 and 500,000 shares of Common Stock on
August 21, 2007, Mr. Humphrey was issued 500,000 shares of Common Stock on or
around May 23, 2007 and 500,000 shares of Common Stock on August 21, 2007, which
common stock was subject to the October 2007 1-for-30 reverse stock
split..
  (3) River
Hawk assumed Mr. Smith’s employment contract with Profile following the
acquisition of Profile in August 2007.
  (4)
Rodolfo Dominguez resigned his position as CEO and Director on September 28,
2005.  He served as CEO briefly, from August 3, 2006 through his
resignation, having been as a Director since July 15, 2004.
  (5) Mr.
Hasan resigned his positions as President, CEO and Director with the Company on
March 9, 2006 and pursuant to that resignation the amounts remaining unpaid are
subject to a re-determination.  In October 2007, the court entered
default judgment in favor of Hassan in the amount of $219,076.66, which River
Hawk subsequently satisfied.
   17
  Stock
Options Granted in Fiscal 2007
  The
following table sets forth certain information concerning grants of options made
during fiscal 2005 to the named executive officers.
  Name
              
              Number of Securities Underlying
      Options Granted(#)
              
              Percent
      of Total Options Granted to Employees in 2005
              
              Exercise
      or Base Price ($/SH)
              
              Fair
      Market Value on Date of Grant
              
              Expiration
      DateN/A
              
              N/A
              
              N/A
              
              N/A
              
              N/A
              
              N/AN/A
              
              N/A
              
              N/A
              
              N/A
              
              N/A
              
              N/A
  Aggregate
Stock Option Exercises and Year-End Option Value Table
  The
following table sets forth certain information concerning option exercises in
fiscal 2006, the number of stock options held by the Named Executive Officers as
of December 31, 2005 and the value (based on the fair market value of a share of
stock at fiscal year-end) of in-the-money options outstanding as of such
date.
  Number
      of Shares Acquired  on
              
              Value
              
              Number
      of Unexercised
                Options
      Held at Fiscal Year-End(#)
              
              Value
      of Unexercised
                In-the-Money
      Options at Fiscal Year-EndName
              
              Exercise
      (#)
              
              Realized
      ($)(1)
              
              Exercisable
              
              Unexercisable
              
              Exercisable
              
              UnexercisableN/A
              
              N/A
              
              N/A
              
              N/A
              
              N/A
              
              N/A
              
              N/AN/A
              
              N/A
              
              N/A
              
              N/A
              
              N/A
              
              N/A
              
              N/A
 __________________________
  Executive
Employment Agreements:
  In August
2008 the Company revised and extended Robert Scott’s employment agreement,
providing for a salary of $8,500 per month in exchange for his services as Chief
Financial Officer of the Company.
  ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Principal
Shareholders
  The
following table sets forth, as of December 31, 2007, certain information
regarding the ownership of River Hawk’s capital stock by each director and
executive officer of River Hawk, each person who is known to River Hawk to be a
beneficial owner of more than 5% of any class of River Hawk’s capital stock, and
by all officers and directors of River Hawk as a group.  Unless
otherwise indicated below, to River Hawk’s knowledge, all persons listed below
have sole voting and investing power with respect to their shares of capital
stock except to the extent authority is shared by spouses under applicable
community property laws.
 
 Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission (“SEC”) and generally includes voting or investment power
with respect to securities.  Shares of common stock subject to options
or convertible securities exercisable or convertible within sixty (60) days of
December 31, 2007 are deemed outstanding for computing the percentage of the
person or entity holding such options or convertible securities but are not
deemed outstanding for computing the percentage of any other person, and is
based on 14,759,731 shares of common stock issued and outstanding, as of
December 31, 2007.
   18
 
 NAME
      AND ADDRESS
                OF
      BENEFICIAL OWNER
              AMOUNT
      AND NATURE OF BENEFICIALOWNERSHIP
              %
      OF CLASSCalvin
      Humphrey
                1023
      Business Park Drive
                Traverse
      City, MI 49686
              5,517,237(1)
                Chairman,
      President, CEO
              35.19%Robert
      J. Scott
                1023
      Business Park Drive
                Traverse
      City, MI 49686
              124,240
                Director,
      CFO
              .79%Carroll
      Smith (2)
                3103
      9th Avenue Drive
                Hickory,
      NC 28601
              4,000,000(3)
                Director
              25.51
      %David
      M Otto
                601
      Union Street, Suite 4500
                Seattle,
      WA 98101
              3,533,334(4)
                >10%
      Shareholder
              22.54%Richard
      R. Girouard(5)
                1023
      Business Park Drive
                Traverse
      City, MI 49686
              2,500,000(6)
                Director
              15.94%All
      officer and directors as a group (3 persons)
              15,678,811
              88.28%
  (1)
              Includes
      5,500,000 shares of Series A Preferred Stock, convertible into common
      stock on a 1 for 1 basis.
 (2)
              On
      April 7, 2007, the Board of Directors of the Company appointed Mr. Smith
      to its Board of Directors.
 (3)
              Includes
      2,500,00 shares of Series B Preferred Stock, convertible into common stock
      on a 1 for 1 basis, and 1,500,000 shares of Series A Preferred Stock,
      convertible into common stock on a 1 for 1
  basis.
 (4)
              Includes
      3,500,000 shares of Series A Preferred Stock, convertible into common
      stock on a 1 for 1 basis.
 (5)
              On
      November 16, 2007, the Board of Directors of the Company appointed Richard
      Girouard to its Board of Directors.
 (6)
              Includes 1,000,000 shares of
      Series A Preferred Stock, convertible into common stock on a 1 for 1
      basis.
  TEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
 
 Certain
Relationships and Related Transactions
 
 Aerlogistics
Investment Partners, LLC was the guarantor on a $1,500,000 loan that provided
for the purchase of shares of the Company’s Series B Preferred stock from Carol
Smith.  Calvin Humphrey, CEO and director of the Company, and David
Otto, beneficial shareholder, are members of this entity.
 
 Director
Independence
 
 Our
securities trade on the Over-the-Counter Bulletin Board System and our Board of
Directors is not subject to any independence requirements.
 
 ITEM 13.
EXHIBITS.
 
 [Follows
signature page]
 
 
 
 19
 
 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Fee
      Category
                  Fiscal
      2007
                  
                  Fiscal
      2006Audit
      Fees
                  $
                  65,000
                  
                  $
                  30,000Audit-Related
      Fees
                  
                  5,000
                  
                  
                  2,500Tax
      Fees
                  
                  0
                  
                  
                  
                  0All Other
      Fees
                  
                  
                  0
                  
                  
                  
                  0Total
                  
                  $
                  70,000
                  
                  $
                  
                  32,500
  The audit fees stated
above consisted of fees for the Company's annual financial statements for the
year ended December 31, 2007, and for December 31, 2006 and the review of
quarterly financial statements for the three months ended September 30, 2007,
March 31, 2007 and the six months ended September 30, 2007, as well as for
services normally provided in connection with statutory and regulatory filings
or engagements, consents and assistance with review of Company documents filed
with the SEC.
  Tax fees consisted
primarily of fees for the filing of the Company’s tax return and for tax
compliance, tax advice and tax planning services.
  Policy
for Pre-Approval of Audit and Non-Audit Services
  The
Board’s policy is to pre-approve all audit, audit-related and non-audit services
to be provided by the independent auditors and adopt and implement policies for
such pre-approval. Independent auditors shall not be engaged to perform specific
non-audit services proscribed by law or regulation.
  All
engagements of the independent auditor to perform any audit services and
non-audit services have been pre-approved by the Board in accordance with the
pre-approval policy. The policy has not been waived in any
instance.
 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 on its behalf by
the undersigned, there unto duly authorized.
  RIVER
      HAWK AVIATION, INC.
                (FORMERLY
      VIVA INTERNATIONAL, INC.By:
              /s/Calvin
      HumphreyCalvin
      HumphreyChief
      Executive Officer
                and
      Director
  Dated:
April 15, 2008
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
  Name
              Title
              Date/s/Calvin
      Humphrey
                
                
                /s/Robert
      Scott
              Chief
      Executive Officer,and
      Director
                
                
                Chief
      Financial Officer
              April
      15, 2008
                
                
                April
      15, 2008
   
 20
 
 Method
      of Filing
                  Exhibit
      Number
                  Exhibit
    TitleIncorporated
      by reference to the Company’s Form 8-k, filed August 28, 2007
                    
                    Incorporated
      by reference to the Company’s Form 8-k, filed January 10,
2007
                    
                    Incorporated
      by reference to the Company’s Form 8-k, filed January 29,
    2007
                  3.3
                    
                    
                    10.7
                    
                    10.8
                  Amendment
      to the Articles of Incorporation
                    
                    
                    First
      Amendment to the Asset Purchase Agreement between the Company and River
      Hawk-San Antonio
                    
                    Engagement
      Agreement between the Company and Westminster Securities
    GroupIncorporated
      by reference to the Company’s Form 8-k, filed May 5, 2007
                    
                    Incorporated
      by reference to Exhibit 10.3 [sic] of  the Company’s Form S-8,
      filed May 23, 2007
                    
                    Incorporated
      by reference to Exhibit 10.4 [sic] of  the Company’s Form S-8,
      filed May 23, 2007
                    
                    Incorporated
      by reference to Exhibit 10.10 [sic] of the Company’s Form 8-k, filed May
      25, 2007
                    
                    Incorporated
      by reference to Exhibit 10.11[sic] of the Company’s Form 8-k, filed August
      28, 2007
                    
                    Incorporated
      by reference to Exhibit 10.12[sic] of the Company’s Form 8-k, filed August
      30, 2007
                    
                    Incorporated
      by reference to Exhibit 10.13[sic] of the Company’s Form 8-k, filed
      November 21, 2007
                    
                    Incorporated
      by reference to Exhibit 10.14[sic] of the Company’s Form 8-k, filed March
      19, 2008
                  10.9
                    
                    
                    10.10
                    
                    
                    10.11
                    
                    
                    10.12
                    
                    
                    10.13
                    
                    
                    10.14
                    
                    
                    10.15
                    
                    
                    10.16
                  Stock
      Purchase Agreement between the Company and Southland Holding
      Corp.
                    
                    Employment
      Services Agreement with Calvin Humphrey
                    
                    
                    Employment
      Services Agreement with Robert Scott
                    
                    
                    Plan
      of Merger between the Company and Profile
                    
                    
                    First
      Amendment to the Plan of Merger between  the Company and
      Profile
                    
                    
                    Second
      Amendment to the Asset Purchase between the Company and River Hawk-San
      Antonio
                    
                    Third
      Amendment to the Asset Purchase between the Company and River Hawk-San
      Antonio
                    
                    Agreement
      for the Purchase of the Capital Stock of Carolina Air Charter between the
      Company and Carolina Air CharterFiled
      herewith
                  31.1
                  Certification
      of Calvin Humphrey pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.Filed
      herewith
                  31.2
                  Certification
      of Robert Scott pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.Filed
      herewith
                  32.1
                  Certification
      of Calvin Humphrey pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.Filed
      herewith
                    
                    
                    Incorporated
      by reference to the Company’s Form 8-k, filed April 3, 2007
                    
                    Incorporated
      by reference to the Company’s Form 8-k, filed April 3, 2007
                    
                    Incorporated
      by reference to Exhibit 99.6 [sic] of the Company’s Form 8-k, filed August
      28, 2007
                    
                    Incorporated
      by reference to Exhibit 99.7[sic] of the Company’s Form 8-k, filed August
      30, 2007
                    
                    Incorporated
      by reference to Exhibit 99.8[sic] of the Company’s Form 8-k/A, filed
      November 21, 2007
                  32.2
                    
                    
                    99.6
                    
                    
                    99.7
                    
                    
                    99.8
                    
                    
                    99.9
                    
                    
                    99.10
                  Certification
      of Robert Scott pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002
                    
                    Press
      Release of April 2, 2007
                    
                    
                    Press
      Release of June 14, 2007
                    
                    
                    Press
      Release of August 28, 2007
                    
                    
                    Press
      Release of August 29, 2007
                    
                    
                    Financial
      Statements of the Entities Acquired (Profile and River Hawk –San
      Antonio)
 21