**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





x **QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





For
      the
      quarterly period ended September 30, 2008


or





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





For
      the
      transition period from ___________ to ______________





Commission
      File Number: 333-146758




**FIDELITY
      AVIATION CORPORATION**


(Exact
      name of registrant as specified in its charter)




**Colorado**
            
            **16-1718190**(State
                or other jurisdiction of incorporation)
            
            (IRS
                Employer Identification Number)**C915
                Jia Hao International Business Center**
              **116
                Zizhuyuan Road Haidan District**
              **Beijing,
                China 100097**(Address
                of principal executive offices)**86-10-5170-9287**(Registrant’s
                telephone number, including area code)





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 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.  x
      Yes   o No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
       See the definitions of “large accelerated filer,” “accelerated filer” and
      smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large
                accelerated filer o
            
            Accelerated
                filer oNon-accelerated
                filer o  (Do
                not check if a smaller reporting company)
            
            Smaller
                reporting company x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).





o Yes   x
      No





As
      of
      November 14, 2008 the Issuer had 15,295,500 shares of common stock issued and
      outstanding.









**TABLE
      OF CONTENTS**




**Page****PART
                I Financial Information**
            
            
            3**Item
                1. Unaudited Financial Statements**.
            
            
            3Balance
                Sheets as of September 30, 2008 and December 31, 2007
            
            
            F-1Statements
                of Operations for the three and nine months ended September 30, 2008
                and
                2007
            
            
            F-2Statements
                of Cash Flows for the nine months ended September 30, 2008 and
                2007
            
            
            F-3Notes
                to Financial Statements
            
            
            F-5**Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations.**
            
            
            4**Item
                4T. Controls and Procedures.**
            
            
            6**PART
                II Other Information**
            
            
            7**Item
                6. Exhibits.**
            
            
            7Signatures
            
            
            8Exhibits/Certifications





2




**PART
      I-FINANCIAL INFORMATION**





**ITEM
      1.**





**FINANCIAL
      STATEMENTS.**






**FIDELITY
      AVIATION CORPORATION**


**FINANCIAL
      STATEMENTS**


**PERIOD
      ENDED SEPTEMBER 30, 2008**




INDEX
                TO FINANCIAL STATEMENTS:
            
            
            PageBalance
                Sheets (Unaudited)
            
            
            F-1Statements
                of Operations (Unaudited)
            
            
            F-2Statements
                of Cash Flows (Unaudited)
            
            
            F-3Notes
                to Financial Statements (Unaudited)
            
            
            F-5




3




**FIDELITY
        AVIATION CORPORATION**


**BALANCE
        SHEETS**


**Sept.
                  30, 2008****Dec.
                  31, 2007**
              
              **(Unaudited)****ASSETS****Current
                  assets**Cash
              
              $40,521
              
              $20,991**Total
                  current assets**
              
              
              40,521
              
              
              20,991**Total
                  Assets**
              
              $
              40,521
              
              $
              20,991**LIABILITIES
                  & STOCKHOLDERS' EQUITY****Current
                  liabilities**Related
                  party payables
              
              $
              33,108
              
              $
              -**Total
                  current liabilties**
              
              
              33,108
              
              
              -**Total
                  Liabilities**
              
              
              33,108
              
              
              -**Stockholders'
                  Equity**Preferred
                  stock, no par value;10,000,000
                  shares authorized;No
                  shares issued & outstanding
              
              
              -
              
              
              -Common
                  stock, no par value;100,000,000
                  shares authorized;3,295,500
                  shares issued & outstanding
              
              
              87,400
              
              
              119,008Accumulated
                  deficit
              
              
              (79,987
              )
              
              (98,017
              )**Total
                  Stockholders' Equity**
              
              
              7,413
              
              
              20,991**Total
                  Liabilities and Stockholders' Equity**
              
              $
              40,521
              
              $
              20,991






The
      accompanying notes are an integral part of the financial statements.




F-1




**FIDELITY
        AVIATION CORPORATION**


**STATEMENTS
        OF OPERATIONS**


**(Unaudited)**


**Three
                  Months**
              
              **Three
                  Months**
              
              **Nine
                  Months**
              
              **Nine
                  Months****Ended**
              
              **Ended**
              
              **Ended**
              
              **Ended****Sept.
                  30, 2007**
              
              **Sept.
                  30, 2008**
              
              **Sept.
                  30, 2007**
              
              **Sept.
                  30, 2008**Sales
                  - net of returns
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Cost
                  of goods sold
              
              
              -
              
              
              -
              
              
              -
              
              
              -Gross
                  profit
              
              
              -
              
              
              -
              
              
              -
              
              
              -Operating
                  expenses:General
                  and administrative
              
              
              3,016
              
              
              7,050
              
              
              29,289
              
              
              18,0303,016
              
              
              7,050
              
              
              29,289
              
              
              18,030(Loss)
                  from operations
              
              
              (3,016
              )
              
              (7,050
              )
              
              (29,289
              )
              
              (18,030
              )Other
                  income (expense):Interest
                  expense
              
              
              -
              
              
              -
              
              
              (260
              )Other
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              --
              
              
              (260
              )
              
              -Income
                  (loss) beforeprovision
                  for income taxes
              
              
              (3,016
              )
              
              (7,050
              )
              
              (29,549
              )
              
              (18,030
              )Provision
                  for income tax
              
              
              -
              
              
              -
              
              
              -
              
              
              -**Net
                  income (loss)**
              
              $
              (3,016
              )
              $
              (7,050
              )
              $
              (29,549
              )
              $
              (18,030
              )**Net
                  income (loss) per share**(Basic
                  and fully diluted)
              
              $
              (0.00
              )
              $
              (0.00
              )
              $
              (0.01
              )
              $
              (0.01
              )Weighted
                  average number ofcommon
                  shares outstanding
              
              
              3,213,000
              
              
              3,295,500
              
              
              2,936,333
              
              
              3,295,500




The
        accompanying notes are an integral part of the financial statements.




F-2




**FIDELITY
        AVIATION CORPORATION**
 **STATEMENTS
        OF CASH FLOWS**
 **(Unaudited)**
  **Nine
                  Months**
              
              **Nine
                  Months****Ended**
              
              **Ended****Sept.
                  30, 2007**
              
              **Sept.
                  30, 2008****Cash
                  Flows From Operating Activities:**Net
                  income (loss)
              
              $
              (29,549
              )
              $
              (18,030
              )Adjustments
                  to reconcile net loss tonet
                  cash provided by (used for)operating
                  activities:Compensatory
                  stock issuances
              
              
              18,789**Changes
                  In Operating Assets and Liabilities:**Accrued
                  payables
              
              
              1,388**Net
                  cash provided by (used for)****operating
                  activities**
              
              
              (9,372
              )
              
              (18,030
              )**Cash
                  Flows From Investing Activities:****Net
                  cash provided by (used for)****investing
                  activities**
              
              
              -
              
              
              -


(Continued
        On Following Page)




The
      accompanying notes are an integral part of the financial
      statements.




F-3




**FIDELITY
      AVIATION CORPORATION**


**STATEMENTS
      OF CASH FLOWS**


**(Unaudited)**




(Continued
        From Previous Page)


**Nine
                Months**
            
            **Nine
                Months****Ended**
            
            **Ended****Sept.
                30, 2007**
            
            **Sept.
                30, 2008****Cash
                Flows From Financing Activities:**Payments
                Made to Related Party Payable
            
            
            
            
            
            (1,500
            )Issuance
                of common stock
            
            
            49,500**Net
                cash provided by (used for)****financing
                activities**
            
            
            49,500
            
            
            (1,500
            )**Net
                Increase (Decrease) In Cash**
            
            
            40,128
            
            
            (19,530
            )**Cash
                At The Beginning Of The Period**
            
            
            20,295
            
            
            40,521**Cash
                At The End Of The Period**
            
            $
            60,423
            
            $
            20,991Supplemental
                DisclosureCash
                paid for interest
            
            $
            -
            
            $
            -Cash
                paid for income taxes
            
            $
            -
            
            $
            -Schedule
                Of Non-Cash Investing And Financing ActivitiesIn
                2008, related party paybles were offset as shareholders cobtribution
                to equity in the amount of $31,608.






The
        accompanying notes are an integral part of the financial
        statements.




F-4




**FIDELITY
      AVIATION CORPORATION**


**NOTES
      TO FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
      1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES:**





Fidelity
      Aviation Corporation ("Fidelity" or the "Company"), is a company engaged in
      the
      business of acquiring used large jet airframes and salvaging them for parts
      intended to be resold in the aviation used parts market.





The
      Company was originally formed as a Colorado limited liability company in
      February 2003 under the name of Fidelity Aircraft Partners LLC ("Fidelity LLC"),
      for the purpose of and engaged in the same business as Fidelity. Effective
      January 1, 2006, Fidelity LLC was converted into a Colorado C-corporation by
      the
      filing of a statement of conversion and articles of incorporation, and renamed
      Fidelity Aviation Corporation.





Subsequent
      event





On
      October 8, 2008, Fidelity entered into and consummated the transactions
      contemplated under a Share Exchange Agreement with Northern Construction
      Holdings, Ltd., a Hong Kong limited company (“NCH”) and its shareholders
      pursuant to which Fidelity purchased from the shareholders of NCH all issued
      and
      outstanding shares of NCH’s common stock in consideration of the issuance of
      12,000,000 shares of common stock of Fidelity (the “Share
      Exchange”).





The
      Share
      Exchange resulted in (i) a change in control of Fidelity with the shareholders
      of NCH owning approximately 78% of issued and outstanding shares of common
      stock
      of Fidelity, (ii) NCH becoming a wholly-owned subsidiary of Fidelity, and (iii)
      appointment of certain nominees of the shareholders of NCH as directors and
      officers of Fidelity and resignation of John Schoenauer as director, chief
      executive officer, chief financial officer, secretary and treasurer of
      Fidelity.





Basis
      of presentation





The
      accompanying unaudited financial statements have been prepared in accordance
      with the instructions to Form 10-Q and do not include all of the information
      and
      disclosures required by generally accepted accounting principles for complete
      financial statements. All adjustments which are, in the opinion of management,
      necessary for a fair presentation of the results of operations for the interim
      periods have been made and are of a recurring nature unless otherwise disclosed
      herein. The results of operations for such interim periods are not necessarily
      indicative of operations for a full year.




F-5




**FIDELITY
      AVIATION CORPORATION**


**NOTES
      TO FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
      1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued):**





Cash
      and cash equivalents





The
      Company considers all highly liquid investments with an original maturity of
      three months or less as cash equivalents.





Accounts
      receivable





The
      Company reviews accounts receivable periodically for collectability and
      establishes an allowance for doubtful accounts and records bad debt expense
      when
      deemed necessary.





Property
      and equipment





Property
      and equipment are recorded at cost and depreciated under straight line or
      accelerated methods over each item's estimated useful life.





Revenue
      recognition





Revenue
      is recognized on an accrual basis as earned under contract terms. Specifically,
      revenue from product sales is recognized when delivery occurs. Sales returns
      and
      allowances are recorded upon return of merchandise, at full sales
      price.





Use
      of
      estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect 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. Actual results
      could differ from those estimates.





Income
      tax





The
      Company accounts for income taxes under Statement of Financial Accounting
      Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a
      liability method whereby deferred tax assets are recognized for deductible
      temporary differences and operating loss carryforwards and deferred tax
      liabilities are recognized for taxable temporary differences. Temporary
      differences are the differences between the reported amounts of assets and
      liabilities and their tax bases. Deferred tax assets are reduced by a valuation
      allowance when, in the opinion of management, it is more likely than not that
      some portion or all of the deferred tax assets will not be realized. Deferred
      tax assets and liabilities are adjusted for the effects of changes in tax laws
      and rates on the date of enactment.




F-6




Net
      income (loss) per share





The
      net
      income (loss) per share is computed by dividing the net income (loss) by the
      weighted average number of shares of common stock outstanding. Warrants, stock
      options, and common stock issuable upon the conversion of the Company's
      preferred stock (if any), are not included in the computation if the effect
      would be anti-dilutive and would increase the earnings or decrease loss per
      share.





Financial
      instruments





The
      carrying value of the Company’s financial instruments, as reported in the
      accompanying balance sheets, approximates fair value.





Recent
      pronouncements




In
      December 2007, the Financial Accounting Standards Board (the “FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 141 (Revised 2007),
      BUSINESS COMBINATIONS. This revision to SFAS No. 141 requires an acquirer to
      recognize the assets acquired, the liabilities assumed, and any non-controlling
      interest in the acquiree at the acquisition date, at their fair values as of
      the
      acquisition date, with limited exceptions. This revision also requires that
      acquisition-related costs be recognized separately from the assets acquired
      and
      that expected restructuring costs be recognized as if they were a liability
      assumed at the acquisition date and recognized separately from the business
      combination. In addition, this revision requires that if a business combination
      is achieved in stages, that the identifiable assets and liabilities, as well
      as
      the non-controlling interest in the acquiree, be recognized at the full amounts
      of their fair values.




In
      December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTERESTS IN
      CONSOLIDATED FINANCIAL STATEMENTS, an amendment of ARB. No. 51. The objective
      of
      this statement is to improve the relevance, comparability, and transparency
      of
      the financial statements by establishing accounting and reporting standards
      for
      the noncontrolling interest in a subsidiary and for the deconsolidation of
      a
      subsidiary. The Company believes that this statement will not have any impact
      on
      its financial statements, unless it deconsolidates a subsidiary.




In
      March
      2008, the FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS
      AND
      HEDGING ACTIVITIES (an amendment to SFAS No. 133). This statement is effective
      for financial statements issued for fiscal year and interim periods beginning
      after November 15, 2008 and requires enhanced disclosures with respect to
      derivative and hedging activities. The Company will comply with the disclosure
      requirements of this statement if it utilizes derivative instruments or engages
      in hedging activities upon its effectiveness.




F-7




In
      April
      2008, the FASB issued FASB Staff Position No. 142-3, DETERMINATION OF THE USEFUL
      LIFE OF INTANGIBLE ASSETS (“FSP No. 142-3”) to improve the consistency between
      the useful life of a recognized intangible asset (under SFAS No. 142) and the
      period of expected cash flows used to measure the fair value of the intangible
      asset (under SFAS No. 141(R)). FSP No. 142-3 amends the factors to be considered
      when developing renewal or extension assumptions that are used to estimate
      an
      intangible asset’s useful life under SFAS No. 142. The guidance in the new staff
      position is to be applied prospectively to intangible assets acquired after
      December 31, 2008. In addition, FSP No.142-3 increases the disclosure
      requirements related to renewal or extension assumptions. The Company does
      not
      believe implementation of FSP No. 142-3 have a material impact on its financial
      statements.




In
      May
      2008, the FASB issued statement No. 162, THE HIERARCHY OF GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES. This statement identifies the sources of accounting
      principles and the framework for selecting the principles to be used in the
      preparation of financial statements of nongovernmental entities that are
      presented in conformity with generally accepted accounting principles (GAAP)
      in
      the United States (the GAAP hierarchy). This statement is effective 60 days
      following the SEC’s approval of the Public Company Accounting Oversight Board
      amendments to AU Section 411, “ *the
      Meaning of Present Fairly in Conformity With Generally Accepted Accounting
      Principles* ”.




In
      May
      2008, the FASB issued Statement No. 163, ACCOUNTING FOR FINANCE GUARANTEE
      INSURANCE CONTRACTS - AN INTERPRETATION OF FASB STATEMENT NO. 60. The premium
      revenue recognition approach for a financial guarantee insurance contract links
      premium revenue recognition to the amount of insurance protection and the period
      in which it is provided. For purposes of this statement, the amount of insurance
      protection provided is assumed to be a function of the insured principal amount
      outstanding, since the premium received requires the insurance enterprise to
      stand ready to protect holders of an insured financial obligation from loss
      due
      to default over the period of the insured financial obligation. This Statement
      is effective for financial statements issued for fiscal years beginning after
      December 15, 2008.




In
      June
      2008, the FASB issued FASB Staff Position Emerging Issues Task Force (EITF)
      No.
      03-6-1, DETERMINING WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT
      TRANSACTIONS ARE PARTICIPATING SECURITIES (“FSP EITF No. 03-6-1”). Under FSP
      EITF No. 03-6-1, unvested share-based payment awards that contain rights to
      receive nonforfeitable dividends (whether paid or unpaid) are participating
      securities, and should be included in the two-class method of computing EPS.
      FSP
      EITF No. 03-6-1 is effective for fiscal years beginning after December 15,
      2008,
      and interim periods within those years, and is not expected to have a
      significant impact on the Company’s financial statements.




None
      of
      the above new pronouncements has current application to the Company, but may
      be
      applicable to the Company’s future financial reporting.




F-8




**ITEM
      2.**  **MANAGEMENT’S
      DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.**





**SPECIAL
      NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS**





CERTAIN
      STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION,
      ARE
      WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS
      ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY
      SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS,"
      "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE
      OFTEN
      IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT
      A
      STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS
      INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE
      PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS
      OR
      IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES,
      INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY
      TO
      CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS
      OR
      ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL
      TO
      PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT
      THE
      FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS
      AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S
      OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS
      CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR
      ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.





**Overview**





Fidelity’s
      business was launched in 2003 when it borrowed $125,000 to purchase two
      non-flying, narrow-body DC-9-51 airframes without engines and thrust reversers.
      We salvaged the rotable parts and systems from those airframes, and our business
      has since consisted of selling them to the aviation industry. We chose those
      later-model, advanced DC-9 airframes in large part because many of the parts
      also had MD-80 part numbers, which means that they could be installed in MD-80
      aircraft.  The MD-80 essentially replaced the DC-9 family of narrow-body
      large jets and is a more modern and desirable aircraft.





Aviation
      customers for Fidelity’s parts are primarily 1) aircraft operators, including
      leasing companies, charter airlines and scheduled-service airlines that operate
      DC-9 and MD-80 aircraft, as well as 2) the maintenance and repair organizations
      (MRO’s) which service those aircraft.




4




Fidelity
      has consigned all salvaged parts to an aviation parts company based in
      Charlotte, North Carolina, which maintains and markets our parts for a
      commission. Some parts are sold in as-is condition, and some are refurbished
      to
      service-ready status in compliance with stringent FAA regulations. The consignee
      can refurbish (re-tag) certain parts and must have some re-tagged by third
      parties. Fidelity has granted the consignee discretion as to which parts to
      re-tag and which to sell in as-is condition. Fidelity believes this consignment
      arrangement is in its best interests, in large part based upon the skill,
      reputation and facilities of the consignee.





Fidelity
      does not own or operate any facility for storing or selling aviation parts,
      and
      has no current intention of purchasing or leasing any facilities. No such
      facilities are needed due to the consignment arrangement in place, which results
      in considerable cost savings to Fidelity by not requiring warehouse or repair
      facilities, nor any sales, warehouse or mechanic staff.





Operating
      revenues for the reported period consisted solely of sales of our parts through
      our consignee, which remits to us the net sale receipts after deduction of
      the
      consignment commission and repair and recertification costs.





Fidelity’s
      cost structure, on the other hand, is extremely low, primarily due to the
      consignment arrangement. We have no employees other than management, and we
      do
      not pay a salary to management members (only a one-time salary has ever been
      paid), nor do we pay directors for service. We also incur no labor, materials
      and freight charges, nor any rent or similar charges for facilities. Fidelity
      operates at no charge out of the offices of a shareholder and thus incurs no
      cost for offices or telephone. We have no fixed overhead and operate with close
      to no expense, a considerable advantage over the typical business, since we
      can
      weather long periods of little or no revenue.





Because
      the most desirable parts tend to sell the quickest, aircraft salvage inventory
      becomes depleted over time, leaving the salvager with increasingly less-sought
      parts. Thus, the revenue trend drops over time, and it can be reliably
      anticipated that the largest revenues will be realized in the first couple
      of
      years following salvage.





Fidelity’s
      business is not seasonal, but the demand for aircraft parts fluctuates with
      the
      overall market for large-body jets and parts. And to a slightly lesser extent,
      demand for our parts can be influenced by aviation fuel prices, which can
      refocus demand from less fuel-efficient aircraft and aircraft that are more
      expensive to operate to those that are more fuel-efficient. For example, the
      DC-9 and MD-80 aircraft are fuel efficient and in other respects are
      comparatively cheap to operate (ex: require only two flight crew and can use
      shorter runways); thus, a surge in fuel prices can create demand for those
      aircraft parts even in the absence of a strong aviation market in
      general.





Our
      operating results thus have fluctuated in the past and may fluctuate
      significantly in the future. We have not had any significant elements of income
      or loss that do not arise from our continuing operations. There have not been
      any material changes from period to period in one or more line items of our
      financial statements except as resulting from variations in sales revenues,
      which are and remain essentially beyond our control. Fidelity does not have
      in
      place any off-balance-sheet arrangements, and we do not anticipate any such
      arrangements.




5




**Recent
      Developments**





On
      October 8, 2008, Fidelity entered into and consummated the transactions
      contemplated under a Share Exchange Agreement with Northern Construction
      Holdings, Ltd., a Hong Kong limited company (“NCH”) and its shareholders
      pursuant to which Fidelity purchased from the shareholders of NCH all issued
      and
      outstanding shares of NCH’s common stock in consideration of the issuance of
      12,000,000 shares of common stock of Fidelity (the “Share
      Exchange”).





The
      Share
      Exchange resulted in (i) a change in control of Fidelity with the shareholders
      of NCH owning approximately 78% of issued and outstanding shares of common
      stock
      of Fidelity, (ii) NCH becoming a wholly-owned subsidiary of Fidelity, and (iii)
      appointment of certain nominees of the shareholders of NCH as directors and
      officers of Fidelity and resignation of John Schoenauer as director, chief
      executive officer, chief financial officer, secretary and treasurer of
      Fidelity.





**Results
      of Operations**





We
      did
      not have any sales in 2007 or in 2008.  We suffered a net operating loss of
      $7,050 and $3,016 for the three month period ended September 30, 2008 and 2007
      respectively, and a net operating loss of $18,030 and $29,549 for the nine
      month
      period ended September 30, 2008 and 2007 respectively.





**Liquidity
      and Capital Resources**





As
      of
      September 30, 2008, the Company’s balance sheet reflects total assets of
      $20,991, all of which are in the form of cash, and no liabilities.  As of
      September 30, 2008, the Company had a cumulative deficit of $98,017.





On
      or
      about March 27, 2008, our shares were approved for trading on the
      Over-the-Counter Bulletin Board under the symbol  “FAVC.”  To date
      there has been no trading activity in the shares and there is not currently
      any
      market for our shares.





**Off
      Balance Sheet Arrangements**





The
      Company does not have any off-balance sheet arrangements.





**ITEM
      4T.**  **CONTROLS
      AND PROCEDURES.**





**Disclosure
      Controls and Procedures**





The
      Securities and Exchange Commission defines the term “disclosure controls and
      procedures” to mean a company's controls and other procedures of an issuer that
      are designed to ensure that information required to be disclosed in the reports
      that it files or submits under the Securities Exchange Act of 1934 is recorded,
      processed, summarized and reported, within the time periods specified in the
      Securities and Exchange Commission’s rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed by an issuer in the reports
      that it files or submits under the Securities Exchange Act of 1934 is
      accumulated and communicated to the issuer’s management, including its principal
      executive and principal financial officers, or persons performing similar
      functions, as appropriate to allow timely decisions regarding required
      disclosure.  The Company maintains such a system of controls and procedures
      in an effort to ensure that all information which it is required to disclose
      in
      the reports it files under the Securities Exchange Act of 1934 is recorded,
      processed, summarized and reported within the time periods specified under
      the
      SEC's rules and forms and that information required to be disclosed is
      accumulated and communicated to principal executive and principal financial
      officers to allow timely decisions regarding disclosure.




6




As
      of the
      end of the period covered by this report, we carried out an evaluation, under
      the supervision and with the participation of our chief executive officer and
      chief financial officer, of the effectiveness of the design and operation of
      our
      disclosure controls and procedures.  Based on this evaluation, our chief
      executive officer and chief financial officer concluded that our disclosure
      controls and procedures are designed to provide reasonable assurance of
      achieving the objectives of timely alerting them to material information
      required to be included in our periodic SEC reports and of ensuring that such
      information is recorded, processed, summarized and reported with the time
      periods specified.  Our chief executive officer and chief financial officer
      also concluded that our disclosure controls and procedures were effective as
      of
      the end of the period covered by this report to provide reasonable assurance
      of
      the achievement of these objectives.





**Changes
      in Internal Control over Financial Reporting**





There
      was
      no change in the Company's internal control over financial reporting during
      the
      period ended September 30, 2008, that has materially affected, or is reasonably
      likely to materially affect, the Company's internal control over financial
      reporting.





**PART
      II-OTHER INFORMATION**





**ITEM
      6.**  **EXHIBITS.**





(a) The
      following exhibits are filed herewith:





31.1
            Certifications
                by the Chief Executive Officer and Chief Financial Officer pursuant
                to
                Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of
                1934, as
                amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
                Act of
                2002.





32.1
            Certifications
                by the Chief Executive Officer and Chief Financial Officer pursuant
                to 18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.




7




**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.





**FIDELITY
      AVIATION CORPORATION**





By:Rong
                Yang,
              Chief
                Executive Officer, Chief Financial Officer, Director


Date:
         November 18, 2008




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