U.S.
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 #00-30440
  RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 (Exact
name of small business issuer as specified in its charter)
  NEVADA
              22-3537927(State
      or other jurisdiction of
              (IRS
      Employer Identification No.)incorporation
      or organization)
  3103
Ninth Ave Dr, NW
 Hickory,
NC. 28601
 (Address
of Principal Executive Offices)
  (828)
322-6044
 (Issuer’s
telephone number)
  Check
whether the Issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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.
  Indicate
by check mark whether the Issuer is a shell company (as defined by Rule 12b-2 of
the Exchange Act). Yes o No x.
  Indicate
the number of shares outstanding of each of the Issuer’s classes of common stock
as of the latest practicable date: 4,092,514  shares of common stock,
$0.001 par value, as of  November 10, 2008.
    
 
 
 
  RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
  FORM
10-Q
  FOR
THE QUARTER ENDED SEPTEMBER 30, 2008
  TABLE
OF CONTENTS
  
 PART
      I.
              FINANCIAL
      INFORMATION
              PAGEItem
      1.
              Financial
      StatementsConsolidated
      Financial StatementsConsolidated
      Balance Sheets- September 30, 2008 and December 31, 2007
              4Consolidated
      Statements of Operations
              5Three
      and Nine months ended September 30, 2008 and 2007Consolidated
      Statements of Cash Flows
              6Nine
      months ended September 30, 2008 and 2007Notes
      to Consolidated Financial Statements
              7-12Item
      2.
              Management’s
      Discussion and Analysis or Plan of Operation
              13-16Item
      3.
              Controls
      and Procedures
              16PART
      II.
              OTHER
      INFORMATIONItem
      1.
              Legal
      Proceedings
              17Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              18Item
      3.
              Defaults
      upon Senior Securities
              19Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              19Item
      5.
              Other
      Information
              19Item
      6.
              Exhibits
              19Signatures
              
              20
    
 -2-
 
  
  PART
I
  FINANCIAL
INFORMATION
    ITEM
1.       FINANCIAL STATEMENTS
   RIVER
HAWK AVIATION, INC.
  (FORMERLY
VIVA INTERNATIONAL, INC.)
  CONSOLIDATED
FINANCIAL STATEMENTS
 
 SEPTEMBER
30, 2008
   -3-
 
  RIVER
      HAWK AVIATION, INC.(FORMERLY
      VIVA INTERNATIONAL, INC.)CONSOLIDATED
      BALANCE SHEETS(Unaudited)September
      30,
              
              
              December
      31,ASSETS
              
              2008
              
              
              2007Current
      AssetsCash
              
              $
              377,610
              
              
              $
              484,622Accounts
      receivable
              
              
              967,760
              
              
              
              512,770Inventories
              
              
              695,163
              
              
              
              724,503Prepaid
      expenses
              
              
              242,571
              
              
              
              78,876Total
      Current Assets
              
              
              2,283,106
              
              
              
              1,800,771Property,
      Plant & Equipment-net
              
              
              12,799,210
              
              
              
              19,370,501Other
      Assets-Intangible assets
              
              
              414,900
              
              
              
              -Total
      Assets
              
              $
              15,497,216
              
              
              $
              21,171,272LIABILITIES
      AND STOCKHOLDER’S EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      payable and accrued expenses
              
              $
              5,093,418
              
              
              $
              3,827,562Aviation maintenance and engine reserves
              
              
              1,243,243
              
              
              
              1,235,311Taxes
      payable
              
              
              -
              
              
              
              26,603Notes
      payable-shareholders and related parties
              
              
              1,038,269
              
              
              
              538,379Current
      maturities of long term debt
              
              
              3,997,801
              
              
              
              5,691,774Cumulative
      dividends payable-preferred stock
              
              
              349,298
              
              
              
              109,2978% Preferred stock-Series B
              
              
              2,500,000
              
              
              
              2,500,000Total
      Current Liabilities
              
              
              14,222,029
              
              
              
              13,928,926Long
      term debt, net of current maturities
              
              
              1,202,075
              
              
              
              4,423,8148%
      Preferred stock-Series B
              
              
              1,500,000
              
              
              
              1,500,000Total
      Liabilities
              
              
              16,924,104
              
              
              
              19,852,740Commitments
      and contingenciesStockholders'
      Equity (Deficit)Preferred
      stock 25,000,000 shares authorized at $.001 par
valueSeries
      A. 12,000 shares authorized, 7,000,000 shares outstanding at
      Decemberwith
      3,500,000 shares to be issued, 11,500,000 shares outstanding at September
      30, 2008
              
              
              11,500,000
              
              
              
              10,500Common
      stock, 500,000,000 shares authorized at $.001par value, issued and
      outstandingof
      4,092,514 at September 30, 2008 and 197,512 at December 31,
      2007
              
              
              4,092
              
              
              
              198Additional
      paid-in capital
              
              
              (34,657,072
              
              
              
              25,341,810Accumulated
      deficit
              
              
              (36,099,552
              )
              
              
              (24,033,976
              )Stockholders'
      Equity (Deficit)
              
              
              91,426,888
              )
              
              
              1,318,532Total
      Liabilities and Stockholders’ Equity (Deficit)
              
              $
              15,497,216
              
              
              $
              21,171,272
 See
Notes to Consolidated Financial Statements
 
  -4-
  RIVER
      HAWK AVIATION, INC.(FORMERLY
      VIVA INTERNATIONAL, INC.)CONSOLIDATED
      STATEMENTS OF OPERATIONS(Unaudited)Three
      Months Ended
              
              
              Nine
      Months EndedSeptember
      30,
              
              
              September
      30,2008
              
              
              2007
              
              
              2008
              
              
              2007Sales
      revenues
              
              $
              2,933,196
              
              
              $
              1,485,460
              
              
              $
              8,048,466
              
              
              $
              1,485,460Cost
      of sales
              
              
              2,349,537
              
              
              
              989,668
              
              
              
              6,581,966
              
              
              
              989,668Gross
      profit
              
              
              583,659
              
              
              
              495,792
              
              
              
              1,466,500
              
              
              
              495,792Expenses
      resulting from reorganization
              
              
              -
              
              
              
              964,871
              
              
              
              -
              
              
              
              964,871General
      and  administrative expenses
              
              
              1,071,425
              
              
              
              237,427
              
              
              
              11,383,188
              
              
              
              691,074Depreciation
              
              
              163,978
              
              
              
              137,690
              
              
              
              1,051,081
              
              
              
              138,027Interest
      expense
              
              
              92,714
              
              
              
              77,812
              
              
              
              446,584
              
              
              
              144,7821,328,117
              
              
              
              1,417,800
              
              
              
              12,880,853
              
              
              
              1,938,754(744,458
              )
              
              
              (922,008
              )
              
              
              (11,414,353
              )
              
              
              (1,442,962
              )Other
      income and (expenses)Interest
      income
              
              
              16,536
              
              
              
              -
              
              
              
              16,774
              
              
              
              -Miscellaneous income-net
              
              
              6,743
              
              
              
              -
              
              
              
              23,428
              
              
              
              -Gain(Loss) on disposal of assets
              
              
              (44,692
              )
              
              
              -
              
              
              
              (451,424
              )
              
              
              (1554
              )(Loss)
      from continuing operations before income taxes
              
              
              (765,871
              )
              
              
              (922,008
              )
              
              
              (11,825,575
              )
              
              
              (1,444,516
              )Provision
      for income taxes
              
              
              -
              
              
              
              -
              
              
              
              0
              
              
              
              0(Loss)
      from continuing operations
              
              
              (765,871
              )
              
              
              (922,008
              )
              
              
              (11,825,575
              )
              
              
              (1,444,516
              )(Loss)
      on sale of subsidiaries
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (909,767
              )(Losses)
      from discontinued operations-net of tax
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (24,358
              )Net
      (loss) before preferred dividends
              
              
              (765,871
              )
              
              
              (922,008
              )
              
              
              (11,825,575
              )
              
              
              (2,378,641
              )8%
      cumulative preferred dividend recorded as interest
      expense
              
              
              80,000
              
              
              
              29,297
              
              
              
              240,001
              
              
              
              29,297Net
      (loss) for common shareholders
              
              $
              (845,871
              )
              
              $
              (951,305
              )
              
              $
              (12,065,577
              
              
              $
              (2,407,938
              )Basic
      and fully diluted (loss) per share-continuing
    operations
              
              $
              (0.21
              )
              
              $
              (6.28
              )
              
              $
              (4.46
              )
              
              $
              (15.63
              )(Loss)
      per share from discontinued operations
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (9.90
              )Total
      (loss) per share
              
              $
              (0.21
              )
              
              $
              (6.28
              )
              
              $
              (4.46
              )
              
              $
              (25.53
              )Weighted
      average shares outstanding
              
              
              4,076,101
              
              
              
              151,571
              
              
              
              2,707,538
              
              
              
              94,322
  See
Notes to Consolidated Financial Statements
  -5-
 
  RIVER
      HAWK AVIATION, INC.(FORMERLY
      VIVA INTERNATIONAL, INC.)CONSOLIDATED
      STATEMENTS OF CASH FLOWS(Unaudited)For
      the Nine Months EndedSeptember
      30,2008
              
              
              2007Operating
      ActivitiesNet
      loss
              
              $
              (12,065,576
              )
              
              $
              (2,407,938
              )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Depreciation
              
              
              1,051,081
              
              
              
              138,027Capital
      stock issued for services
              
              
              8,837,184
              
              
              
              1,885,163Cumulative
      preferred dividends recorded as interest expense
              
              
              240,001
              
              
              
              29,297Loss on
      sale of subsidiaries and discontinued operations
              
              
              -
              
              
              
              909,767Loss on
      disposal of assets
              
              
              451,424
              
              
              
              1,554Changes
      in operating assets and liabilities:Receivables
              
              
              (427,644
              )
              
              
              (64,893
              )Inventories
              
              
              29,340
              
              
              
              (356,149
              )Prepaid
      expenses and other assets
              
              
              163,696
              
              
              
              -Accounts
      payable and accrued expenses
              
              
              933,574
              
              
              
              (269,204
              )Other
      changes in assets and liabilities
              
              
              (771
              )
              
              
              10,049Net
      cash (used) by operating activities
              
              
              (1,115,083
              )
              
              
              (124,327
              )Investing
      ActivitiesAcquired
      cash position through merger and acquisition
              
              
              8,681
              
              
              
              570,771Proceeds
      from disposal of assets
              
              
              5,549,580
              
              
              
              -Acquisition
      of fixed assets
              
              
              (152,839
              )
              
              
              (501
              )Acquisitions
              
              
              (425,000
              )
              
              
              -Net
      cash provided by investing activities
              
              
              4,980,422
              
              
              
              570,270Financing
      ActivitiesLoans
      from related parties,shareholders & others
              
              
              917,677
              
              
              
              25,156Repayment
      of loans from related parties,shareholders &
    others
              
              
              (417,787
              )
              
              
              -Loans
      from financial institutions
              
              
              333,099
              
              
              
              -Capital
      contributions/recoveries from limited liability
      companies
              
              
              443,473
              
              
              
              -Repayment
      of installment debt obligations
              
              
              (5,248,811
              )
              
              
              (22,543
              )Net
      cash provided (used) by financing activities
              
              
              (3,972,349
              )
              
              
              2,613(Decrease)
      in cash
              
              
              (107,010
              )
              
              
              448,556Cash
      at beginning of period
              
              
              484,622
              
              
              
              1,726Cash
      at end of period
              
              $
              377,612
              
              
              $
              450,282Supplemental
      Disclosures of Cash Flow Information:Cash
      paid during year for:Interest
              
              $
              390,508
              
              
              $
              -Income
      taxes
              
              $
              -
              
              
              $
              -
  See
Notes to Consolidated Financial Statements
 
 
 -6-
  RIVER HAWK
AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
  Note
1-Financial Presentation, Company Organization and Structure
  The
accompanying unaudited Consolidated Financial Statements include the accounts of
River Hawk Aviation and subsidiaries (collectively, the “Company”). All material
intercompany balances and transactions have been eliminated. The interim
financial statements reflect all adjustments, consisting only of normal
recurring adjustments that, in the opinion of management, are necessary for a
fair presentation of the results for the periods shown. The results of
operations for such periods are not necessarily indicative of the results
expected for the full fiscal year. The Consolidated Balance Sheet as of
September 30, 2008 has been derived from the unaudited financial statements at
that date. However, it does not include all of the information and notes
required by accounting principles generally accepted in the United States for
complete financial statements. The accompanying financial statements should be
read in conjunction with the audited Consolidated Financial Statements for the
fiscal year ended December 31, 2007, included in our Annual Report on Form10KSB
filed with Securities and Exchange Commission.
  At
September 30, 2008, the Company’s operating subsidiaries are Profile Aviation
Services, Inc., Profile Aviation Center, Inc. and Carolina Air Charter, Inc. 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
statements.
  The
Company is also comprised of the following inactive subsidiaries: Hardyston
Distributors, Inc., CT Industries, Inc. and Universal Filtration
Industries.  All assets and liabilities of the inactive subsidiaries
have been included in the Company’s consolidated financial
statements.
  The
Company previously held equity interests in Viva Airlines, Inc., Viva Air
Dominicana S.A. and Eastern Caribbean Airlines, Inc. Each of these equity
interests was sold and/or assigned to the Southland Holdings Group, Inc.
(“Southland”) during May of 2007. Due to a legal complication the Company’s
equity interest in Viva Air Dominicana S.A. (a Dominican Republic Corporation)
could not be transferred or assigned to Southland as was contemplated and could
not be adjusted or corrected by the Company without incurring costs that it
determined to be in excess of any realizable benefit. The Southland agreement
provided for the sale or assignments of its equitable interests to be in
consideration for the assumption of debt. The Company continues to carry the
respective debts and liabilities of Viva Airlines, Inc, Viva Air Dominican S.A.
and Eastern Caribbean Airlines, Inc. on its books and will remove these
obligations only after receiving documentation of payment or settlement as
provided by Southland and or the creditor. The Company had discontinued the
operations of Viva Airlines, Inc., Viva Air Dominicana S.A. and Eastern
Caribbean Airlines, Inc. as of December 31, 2006.
  On August
28, 2007 River Hawk Aviation, Inc. completed a merger and acquisition of Profile
Aviation Services, Inc. and Profile Aviation Center, Inc.
  On August
29, 2007 River Hawk Aviation, Inc. completed an asset acquisition of aviation
parts and accessories from a company privately owned by the Company’s Chief
Executive Officer.  The aviation parts and accessories acquired under
the agreement have been transferred to and are under the control and management
of Profile Aviation Center, Inc.
  On March
18, 2008, River Hawk Aviation, Inc. acquired all of the equitable shareholder
interests in Carolina Air Charter, Inc. for $425,000.  The
consolidated financial statements include the assets and liabilities of Carolina
Air Charter, Inc. as of June 30, 2008 and include the operating results for the
period of March 18th through June 30, 2008.
    -7-
 
 
  RIVER HAWK
AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
  Note
2-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 $35,253,681
for the period from April 18, 1995 to June 30, 2008 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., Profile Aviation Center, Inc. in August of
2007, and Carolina Air Charters, Inc in March of 2008, the Company realized in
excess of $5.3 million in operating revenues in 2007 and has realized in excess
of $5.1 in operating revenues through the six month period ended June 30, 2008.
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 shares into shares of common
stock.. 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 in various financing efforts.
  Note
3-Summary of Significant Accounting Policies
 
 The
significant accounting policies used in the preparation of our audited
Consolidated Financial Statements are disclosed in our Annual Report on Form
10-KSB for the year ended December 31, 2007, as filed with the Securities and
Exchange Commission.
  Note
4-Business Acquisitions and Combinations
  On March
18, 2008, River Hawk Aviation, Inc. entered into a stock purchase agreement for
one hundred percent of the issued outstanding common stock of Carolina Air
Charter, Inc.   Under the agreement, consideration in the amount
of $425,000 was to be paid to the beneficial shareholders of Carolina Air
Charter, Inc.  Funds necessary to complete this transaction were
provided to the Company from Aerologistics Investment Partners, LLC whose
members are Calvin Humphrey (River Hawk’s Chief Executive Officer), Richard
Girouard (a River Hawk Director) and David Otto (River Hawk’s primary legal
counsel).  Msrrs, Humphrey, Girouard and Otto are each major (greater
than 10%) shareholders in River Hawk Aviation, Inc.
  Pursuant
to the merger and acquisition of Profile Aviation Services, Inc. and Profile
Aviation Center, Inc.(Profile) the Company issued 1,500,000 shares of Preferred
Series A and 4,000,000 Preferred Series B. Preferred Series A has voting rights
equivalent to 10 votes for each share as compared to common shares which have
voting rights of one vote for each share owned. Preferred Series A shares are
also convertible into common shares on a one share to one share basis. Preferred
Series B have an 8% cumulative coupon rate and are convertible into common
shares on a one for one basis. However, the Series B also contain a call feature
that allows the holder to upon 30 days prior notice call the Company for
purchase of its shareholdings at a designated purchase price of $1.00 per share.
Under the merger and acquisition agreement with Profile, 1,500,000 shares are
convertible at any time, 1 million shares are convertible at any time following
twelve months from the effective of the agreement, 1,000,000 shares are
convertible at any time following twenty four months from the effective date of
the agreement and 500,000 sharesare convertible at any time following thirty six
months from the effective date of the agreement. For financial reporting
purposes, the Preferred Series B stock is disclosed as a liability with the
portion of the liability callable within twelve months of the date of the
financial statement being classified as a current liability. In exchange for the
value of net assets received in merger and acquisition of Profile of $11,873,232
, 1,500,000 shares of Preferred Series A shares and 4,000,000 Preferred Series B
shares were issued. Preferred Series B shares have been valued at the call
provision of $1.00 per share or $4,000,000 and accordingly, $7,873,232 of value
has been assigned to the Preferred Series A shares.
  -8-
   RIVER HAWK
AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
  Pursuant
to the asset acquisition of aviation parts and accessories inventories from a
company privately owned by the Company’s Chief Executive Officer, the Company
issued 5,500,000 shares of Preferred Series A. In exchange for the cost of net
assets received in the asset acquisition agreement of $205,337, 5,500,000
Preferred Series A shares were issued. The estimated market value of the shares
issued based upon existing common share market value at date of exchange was
$825,000. Related party rules require that the underlying assets that were
transferred to the Company are recorded at cost. Management expects to realize
at least $825,000 in value upon the sale of the inventories.
  Note  5-Loss
per share
  Basic
loss per share is computed by dividing net loss attributable to common
stockholders by the weighted average number of common stock shares outstanding
during the period. Diluted loss per share, which would include the effect of the
conversion of convertible Preferred Stock, is not separately computed because
the inclusion of such conversion is antidilutive. In these cases, basis and
diluted loss per share is the same.
  Basic and
diluted weighted average common shares outstanding, and the potentially dilutive
securities excluded from loss per share computations because they are
antidilutive, are as follows:
  Three
      Months ended
                September
      30,
              
              
              Nine
      Months ended
                September
      30,2008
              
              
              2007
              
              
              2008
              
              
              2007Basic
      and diluted weighted averagecommon
      stock shares outstanding
              
              
              4,076,101
              
              
              
              151,571
              
              
              
              2,707,538
              
              
              
              94,322Potentially
      dilutive securitiesexcluded
      from loss per sharecomputations
      (Preferred A & B)
              
              
              15,500,000
              
              
              
              -
              
              
              
              15,500,000
              
              
              
              -
  Note
6-Inventories
  Inventories
are priced at the lower of cost or market as determined on a first in, first out
basis.
  At
September 30, 2008, inventory was comprised of the following:
  Aviation
      parts and accessories
              
              $
              358,554Jet
      fuel and oil
              
              
              107,802Work
      in process
              
              
              228,807Total
              
              $
              695,163
  Note
7-Related Party Transactions
  Aerologistics Investments
Partners, LLC
  Aerologistics
Investments Partners, LLC (“Aerologistics”) is a limited liability company whose
members are Calvin Humphrey (River Hawk Aviation’s Chief Executive Officer),
Richard Girouard (a River Hawk Aviation Board member) and David Otto (River
Hawk’s primary legal counsel). During the three month period ended March 31,
2008, Aerologistics provided loans to the Company to settle a court judgment in
the amount of $226,635 and in the amount of $375,000 for the acquisition of
Carolina Air Charter, Inc. and working capital. Prior to March 31, 2008,
Aerologistics has arranged for working lines of credit the Company of $300,000
and has provided corporate and personal guarantees for payment.
 
 
 
 -9-
 
 RIVER HAWK
AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
  During
the three month period ended June 30, 2008, Aerologistics provided additional
loans in excess of $185,000 as well as providing an additional $75,000 to
complete the acquisition of Carolina Air Charter, Inc.
 
 Additionally,
Aerologistics acquired three aviation aircraft from the Company in a transaction
having a market value of $4,500,000. As a result of these sales, the Company was
able to pay off $3,708,863 of bank loans and was also able to retire $417,787 of
loans and accrued interest owing to Aerologistics. The Company has agreed to
continue to use the aircraft under lease arrangements providing for industry
standard rentals. The Company recognized an overall loss of $406,732 on the sale
of the aircraft.
 
 Calvin
Humphrey
  Calvin
Humphrey, Chief Executive Officer of River Hawk Aviation, Inc and a member of
Aerologistics Investment Partners, LLC, arranged and paid $15,225 of corporate
expenses from his personal resources during the three months ended March
31, 2008.  As of  March 31, 2008, the
Company   has borrowed or received the benefit of various
payments made by Mr. Humphrey aggregating $67,829 all of which remains
unpaid.  During the three month period ended September 30, 2008, no
new transactions were reported and no payment was made to reduce amounts owing
to Mr. Humphrey.
  In
addition, Mr. Humphrey has consigned certain inventories to the Company under an
agreement that provides for 80% of the proceeds from sales of the consignments
to be paid to him with the remaining 20% retained by the Company.  As
of March 31, 2008, the Company has sold $42,610 of consignment inventories and
accordingly,  Mr. Humphrey is owed  $34,088 pursuant to the
underlying agreement.  During the three month period ended September
30, 2008, no new transactions were reported and no payment was made to reduce
amounts owing to Mr. Humphrey.
  Richard
Girouard
  Richard
Girouard is a member of the River Hawk Aviation, Inc. Board of Directors and a
member of Aerologistics Investments Partners, LLC.   During the
quarter ended March 31, 2008, the Company awarded Mr. Girouard 1,500,000 shares
of common stock pursuant to an S-8 registration statement.   The
shares awarded and issued are to secure the professional services of Mr.
Girouard for strategic and financial management services as well as
continuing financial guarantees and commitments.  The value of the
shares issued based upon the S-8 registration statement is
$3,750,000.
 
 During
the three month period ended, June 30, 2008, Mr. Girouard was issued 1,000,000
Series A Preferred shares as consideration for management and consulting
services to be rendered to the Company. The computed value of the Series A
Preferred shares issued was $1,010,000.
 
 During
the three month period ended June 30, 2008, the Company made the following
payments to Mr. Girouard: $6,000 for Director fees and $1,003 for reimbursed
travel expenditures.
 
 David Otto/The Otto Law
Group, PLLC
  David
Otto is the managing director and principal owner of The Otto Law Group, PLLC
(‘Otto Law”). Otto Law is the primary legal counsel for the Company. During the
quarter ended March 31, 2008, the Company awarded Mr. Otto 1,500,000 shares of
common stock pursuant to an S-8 registration. The shares awarded are to secure
certain needed legal services as well as to obtain strategic and financial
management services as well as continuing financial guarantees and commitments.
The value of the shares issued based upon the S-8 registration statement is
$3,750,000.
  Note
8-Changes in Common Stock
  On March
5, 2008, the Company authorized the issuance of 3,334 shares of common
stock as payment for certain financial services valued at
$5,501.
   -10-
 
  RIVER HAWK
AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2008
  On March
16, 2008, the Company authorized the issuance of 3,030,000 shares of common
stock as payment for certain strategic and financial management services.
1,500,000 shares were issued to Richard Girouard and 1,500,000 shares were
issued to David Otto each of who are related parties to the Company. The
remaining 30,000 shares were issued to unrelated third parties. The value of
these services was $7,575,000.
  On March
25, 2008, the Company authorized the issuance of 6,668 shares of common stock as
payment for certain financial services valued at $13,336.
 
 On
April 4, 2008, the Company authorized the issuance of 100,000 shares of common
stock as payment for certain financial services valued at $140,000.
 
 On July
2, 2008,  the Company authorized the issuance of 755,000 shares of
common stock as payment for certain financial services valued at
$93,347.
  Changes
in Preferred Stock
  At
December 31, 2007, certain of the preferred stock authorizations had not been
issued.  The Company took the appropriate actions to effectuate the
issuance of any preferred stock authorized and as of March 31, 2008 all
previously authorized issuances had taken place.
 
 On April
22,2008, the Company authorized the issuance of 1,000,000 shares of Preferred
Series A to Richard Girouard as consideration for entering into a contractual
agreement providing certain management, consulting and financial
services.  The shares issued were valued at
$1,010,000.
  Note 9-Additional
Material Matters and Disclosures, Subsequent Events
 
 On
February 6, 2007, the Company changed its name from Viva International, Inc. to
River Hawk Aviation, Inc. The name change was designed to indicate a new
direction for the Company that concentrated on the purchase of aviation niche
companies that were operating, profitable and possessing positive cash flows. As
a result the Company discontinued its previous operations in Puerto Rico and the
Dominican Republic and subsequently agreed to sell them to Southland Holdings
Group, Inc. in a transaction that resulted in the disposition of these companies
for the assumption of certain debts and obligations. At December 31, 2007,
management accounted for this event as a loss from discontinued operations.
Included within the losses is an estimated reserve of $150,000 for costs and
expenses associated with the closure of the existing offices. As of June 30,
2008 , $69,916 of payments have been made thus reducing the reserve to $80,679.
Management believes amounts currently reserved for potential costs and expenses
is adequate.
  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.
   -11-
 RIVER HAWK
AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2008
  
 Entry
into Material Agreements
 
 On August
12, 2008 the Company’s Board of Directors ratified an agreement with Lenny
Dykstra providing for public relations and marketing and a second agreement
providing for business development services.
  Under the
two year Public Relations and Marketing Agreement, Mr. Dykstra is obligated to
identify catalysts and value propositions as they relate to the Company’s
financial growth strategy and to facilitate the communication of the Company’s
aircraft management and charter services in order to maximize the Company’s
exposure to, and penetration of, its target market, clients, and vendors (the
“Marketing Services”).  In exchange for the Marketing Services, the
Company agreed to issued two million (2,000,000) shares of Series A Preferred
Convertible Stock ofthe Company (“Series
APreferred”).The Company is
required to increase the amount of Series A Preferred that it is authorized to
issue in order to meet its obligation under this agreement and intends to
undertake an increase prior to September 1, 2008.
  Under the
Business Development Agreement, Mr. Dykstra agrees to facilitate the growth of
the Company’s customer base and maximize the Company’s exposure to, and
penetration of, the high net-worth clientele target market, broaden the
Company’s vendor base, to enhance customer and vendor relations, and to
research, advise and attract joint venture candidates and partnership agreements
(the “Business Development Services”).  In exchange for the Business
Development Services, the Company agreed to issue one million (1,000,000) shares
of common stock of the Company and to register the shares on Form
S-8.  The Business Development agreement is a one year agreement with
a renewable term.
  On August
12, 2008, Riverhawk Investments, Inc. a newly formed, wholly owned subsidiary of
the Company, entered into an agreement (the “Equity Purchase Agreement”) to
purchase seventy-five percent (75%) of CGL Properties, LLC, a California limited
liability company (“CLG”), in exchange for River Hawk’s commitment to fund the
completion of the refurbishment of the interior of a Gulfstream GII SP jet
aircraft held in CLG, for up to a maximum of five hundred thousand US dollars
($500,000).  Lenny Dykstra is currently the one hundred percent (100%)
owner of CGL Properties, LLC and will continue to own
twenty-five  percent (25%) of CLG upon closing of the Equity Purchase
Agreement.  The parties expect to complete the Equity Purchase
Agreement not later than August 30, 2008.
  On
October 8, the Company and Lenny Dykstra dissolved their relationship without
consummating either agreement and Mr. Dykstra withdrew from the board of
directors.
   -12-
  Item 2. Management’s
Discussion and Analysis or Plan of Operation
  The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and
related notes thereto contained elsewhere in this Form 10-Q.
  Forward-Looking
Statements
  This
report contains certain forward-looking statements and information relating to
the Company that are based on the beliefs and assumptions made by the Company’s
management as well as information currently available to the management. When
used in this document, the words “anticipate”, “believe”, “estimate”, and
“expect” and similar expressions, are intended to identify forward-looking
statements. Such statements reflect the current views of the Company with
respect to future events and are subject to certain risks, uncertainties and
assumptions. Factors that could cause differences include, but are not limited
to, continued reliance on external sources on financing, expected market demand
for the River Hawk Aviation, Inc. (formerly Viva International, Inc.) and
subsidiaries products and services, fluctuations in pricing for the products and
services and competition, as well as general conditions of the aviation
marketplace. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those described herein as anticipated, believed, estimated or
expected. The Company does not intend to update these forward-looking
statements.
  Introduction
  River
Hawk Aviation, Inc. (formerly Viva International, Inc). is a holding
company.
  On August
28, 2007 the Company completed its merger and acquisition of Profile Aviation
Services, Inc. and Profile Aviation Center, Inc. of Hickory, North Carolina (
Profile)
 
 On August
29, 2007 the Company completed an agreement (subsequently amended with the most
recent amendment being as of November 16, 2007) to acquire privately held River
Hawk Aviation, Inc. of San Antonio and has relocated the assets (including
consigned assets) and business operations to Hickory, North
Carolina.
  On March
18, 2008, the Company entered into a stock purchase agreement to acquire 100% of
the issued and outstanding common stock interests in Carolina Air Charter,
Inc.
  The
holding company also consists of the following inactive subsidiaries: CT
Industries, Inc., Hardyston Distributors, Inc. (previously doing business as The
Mechanics Depot), and Universal Filtration Industries, Inc. At present, no plans
exist to return any of the inactive subsidiaries to operations.
  Material
changes in balance sheet items
 
 Property, Plant &
Equipment-net
 
 At
September 30, 2008, Property, Plant & Equipment-net  was
$12,799,210 as compared to $19,370,501 as of December 31, 2007 resulting in a
decrease of $6,571,291.  The principal reasons for the overall
decrease were the sale of aviation aircraft by the Company to Aerologistics
Investment Partners, LLC for $4,500,000 and depreciation charges of
$1,051,081.
 
 Notes payable-shareholders
and related parties
 
 At
September 30, 2008, Notes payable to shareholders and related parties was
$1,038,269 as compared to $538,379 as of December 31, 2007 resulting in an
increase of $499,890.  During the nine months ended September 30,
2008, new borrowings from shareholders and related parties amounted to $917,677
and the Company made payments against existing note obligations of
$417,787.  All new borrowings and payment activity was between the
Company and Aerologistics Investment Partners, LLC
 
 Long-term debt including
current maturities
 
 At
September 30, 2008, Long term debt including current maturities was $5,199,876
as compared to $10,115,588 as of December 31, 2007 resulting in a reduction of
$4,915,712.  During the nine months ended September 30, 2008, the
Company was able to pay off outstanding obligations of $3,955,103 largely due to
applying $3,708,863 of proceeds from the sale and disposition of aviation
aircraft to debt. Additionally, the Company obtained new borrowings of $333,099
during the nine month period ended September 30, 2008.
   -13-
  
 Results
of Operations for the Three and Nine Months Ended September 30, 2008 and
2007.
  Sales
 
 Sales
were $2,933,196 for the three months ended September 30, 2008 as compared to
sales of $1,485,460 for the three months ended September 30, 2007.
  Sales
were $8,048,466 for the nine months ended September 30, 2008 as compared to
sales of $1,485,460 for the nine months ended September 30, 2007.
  The
increase in sales for the three and nine month periods ended September 30, 2008
is attributable to the completion of its merger and acquisition of Profile
Aviation Services, Inc. and Profile Aviation Center, Inc. on August 28,
2007.  In addition on August 29, 2007, the Company was also able to
complete an asset acquisition with privately held Riverhawk Aviation, Inc. of
San Antonio and on March 18, 2008 entered into a stock purchase agreement with
Carolina Air Charter, Inc.
  Cost of Good
Sold
 
 Cost of
good sold were $2,349,537 for the three months ended September 30, 2008 as
compared to cost of good sold of $989,668 for the three months ended June 30,
2007.
  Cost of
goods sold were $6,581,966 for the nine months ended September 30, 2008 as
compared to cost of goods sold of $989,668 for the six months ended September
30, 2007.
  The
increases in cost of good sold for the three and six month periods ended June
30, 2008 is the direct result of the operating activity of Profile Aviation
Services, Inc. and Profile Aviation Center, Inc. which were merged and acquired
on August 28, 2007 as well as the August 29, 2007 asset acquisition agreement of
privately held Riverhawk Aviation, Inc. of San Antoinio and the acquisition of
Carolina Air Charter, Inc in March of 2008.
  Gross
Profit
 
 Gross
profits were $583,659 for the three months ended September 30, 2008 as compared
to gross profit of $989,668 for the three months ended September 30,
2008.
  Gross
profits were $1,466,500 for the nine months ended September 30, 2008 as compared
to gross profit of $989,668 for the nine months ended September 30,
2007
  The
increase in gross profits for the three and nine months ended September 30, 2008
is attributable to the Company’s August 28, 2007 completion of a merger and
asset acquisition agreement with Profile Aviation Services, Inc. and Profile
Aviation Center, Inc and the August 29, 2007 completion of the asset acquisition
agreement of privately held Riverhawk Aviation, Inc. of San Antonio and the
acquisition of Carolina Air Charter, Inc. in March of 2008.
  General and administrative
expenses
 
 General
and administrative expenses were $1,071,425 for the three months ended September
30, 2008 as compared to $237,427 for the three months ended September 30,
2007.
  General
and administrative expenses were $11,383,188 for the nine months ended September
30, 2008 as compared to  $691,074 for the nine months ended September
30, 2007.
 
 The
increase in general and administrative expenses for the three and nine months
ended September 30, 2008 is due to the completion of the mergers and acquisition
including Profile Aviation Services, Inc., Profile Aviation Center, Inc. and
Carolina Air Charter, Inc. as well as the asset acquisition of aviation parts
and accessories from Riverhawk Aviation, Inc of San Antonio.  Included
in the general and administrative expenses for the three months and nine months
ended September 30, 2008 are $1,150,000 and $8,743,837 respectively of payments
for services which were made in stock.   $7,575,000 of these
stock payments were made pursuant to an S-8 registration and $7,500,000 of them
were considered vital to the Company’s future as it secured certain needed
strategic, management and financial services as well as providing for certain
financial guarantees and commitments necessary for the Company to execute its
business plan and provide assurances that its ongoing operations and future
growth can be funded.
  Interest
expenses
 
 Interest
expenses were $172,714 for the three months ended September 30, 2008 as compared
to $107,109 for the three months ended September 30, 2007.
   -14-
  Interest
expenses were $686,585 for the nine months ended September 30, 2008 as compared
to $174,079 for the nine months ended September 30, 2007.
 
 The
increase in interest expenses for the three and nine months ended September 30,
2008 is primarily attributable to the completion of the merger and acquisition
of Profile Aviation Services, Inc. and Profile Aviation Center, Inc. and the
servicing of existing debt associated with those entities.  Included
in interest cost for the three and nine months ended September 30, 2008 are
preferred dividends of $80,001 and $240,001 respectively, and $29,297 for both
periods ending September 30, 2007.
  Losses from discontinued
operations and sale of subsidiaries
  The
Company discontinued the subsidiary operations of Eastern Caribbean Airlines
Corporation. and Viva Air Dominicana S.A. during the 4th quarter of
2006.  On May 10, 2007, the Company sold its equity interest in
Eastern Caribbean Airlines, Inc. and Viva Air Dominicana S.A. to Southland
Holdings Corp
  Losses
from discontinued operations and the sale of subsidiaries were $0 for the three
months ended September 30, 2008 as compared to $0 for the three months ended
September 30, 2007.
 
 Losses
from discontinued operations and the sale of subsidiaries were $0 for the nine
months ended September 30, 2008 as compared to $934,125 for the nine months
ended September 30, 2007.
  Net
Losses
 
 Net
losses were $845,871 for the three months ended September 30, 2008 as compared
to $951,305 for the three months ended September 30, 2007  The
decrease in net losses is primarily attributable to the increase in operating
expenses related to the aforementioned mergers and acquisitions
  Net
losses were $12,065,576 for the nine months ended September 30, 2008 as compared
to a loss of 2,407,938 for the nine months ended September 30,
2007.  The increase in losses is primarily due to expenses resulting
from the issuance of common stock for services of
$8,743,837.
  Additional
information
  As
previously mentioned, the Company has evolved its reorganization into the first
phase of its business plan via the completion of a merger and acquisition of
Profile Aviation Services, Inc. and Profile Aviation Center, Inc, the purchased
and consigned inventory of aviation parts and accessories previously operated
under the privately held River Hawk Aviation, Inc. of San Antonio, Texas and the
March 18, 2008 acquisition of Carolina Air Charter, Inc.
  Management
has revised its business plan and strategy to concentrate its effort on creating
opportunities and strategic relationships with existing operating aviation
related companies.
  Liquidity and Capital
Resources
  At
September 30, 2008, the Company had $377,610 in cash. Since inception the
Company has accumulated a deficit of approximately $36,099,552.
  For the
period of January 1 through September 30, 2008 the Company was able to meet its
working capital and acquisitions  needs through operations as well as
approximately $917,677 of financial loans obtained from Aerologistics Investment
Partners, LLC $15,000 provided by the Company’s Chief Executive Officer and new
bank loans of approximately $335,000.
  As of
September 30, 2008, $1,038,269 of loans that have been provided for working
capital purposes from shareholders and officers are outstanding and a liability
of the Company.   For the quarter ended September 30, 2008, loans
from shareholders, officer and related parties increased by approximately
$29,000.  Management expects to continue to rely on the shareholders,
officer and related parties for financial support but hopes to be able to soon
refinance its existing loans to enable an improved cash management structure and
to be able to retire the shareholder, officer and related party loans by payment
in cash.  However, certain loans made for periods prior to December
31, 2007 may be required to be settled by a Company issuance of common
shares.
  The
Company is seeking to obtain approximately $6 to $7 million in financing that
will be used to fund acquisitions of “niche” aviation companies as well as to
provide needed working capital. The Company is seeking to bridge its financing
requirements by obtaining a $1-2 million loan that will be used partially for
acquisitions and partially for working capital. Additional requests for
financing will be tendered on the basis of specific targeted acquisitions, joint
ventures and equipment that are by design intended to facilitate the growth of
the Company’s holdings and operations.
    -15-
 
 Despite
the Company’s efforts to date, it has not yet been successful in refinancing its
existing loans and accordingly, to rectify an imbalance and unworkable
relationship with certain financial institutions, it agreed to sell certain
aviation equipment to Aerologistics Investment Partners, LLC in a transaction
valued at $4,500,000.  From loan proceeds, the Company was able to
retire approximately $3.7 million of installment obligations and approximately
$418,000 of loans that it obtained from Aerologistics Investment Partners,
LLC.
  The
Company does not currently have the funds necessary for working capital,
acquisitions, joint ventures, or equipment acquisitions. The Company will only
be able to provide the needed capital by raising additional funds. In the past,
the Company has been able to obtain support from some of its shareholder and
related parties and it is likely to continue to rely on this source of
support. Principally, the Company expects to continue to rely on the resources
and guarantees of Aerologistics Investment Partners, LLC and its
members.
 
 In
addition to the above the Company is currently in default of a $1,000,000
contractual obligation to redeem 1,000,000 of its preferred shares. Discussions
are currently ongoing to resolve this matter.
  However,
should we continue to be unable to raise adequate funds it could result in the
failure to complete needed acquisitions of certain aviation acquisitions, joint
ventures, equipment as well as to provide the necessary working capital needed
to continue our efforts in developing the Company’s holdings and
operations.
  Off-Balance
Sheet Arrangements
  The
Company has consolidated King Air 27CS, LLC, Eagle Aviation LLC and Commonwealth
Aviation, LLC which are variable interest entities and which have been formed to
hold and to finance aircraft that have been and continue to be utilized in the
operations of the Company.
  We do not
have any other off balance sheet arrangements that are reasonably likely to have
a current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.
  Item 3. Controls and
Procedures
  The
Company’s Principal Executive Officer and Principal Financial Officer have
reviewed the Company’s disclosure controls and procedures as of the end of the
period covered by this report. Based upon this review, each such officer
believes that the Company’s disclosure controls and procedures are effective in
timely alerting him to material information required to be included in this
report. There have been no significant changes in internal control over
financial reporting that occurred during the fiscal quarter covered by this
report that have materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial reporting.
  
 -16-
 
 PART
II - OTHER INFORMATION
  Item
1.      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 $339,382 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 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 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 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.
  (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 with the
Labor Commissioner, State of California, for the following claims: unpaid wages
- $1,068; unpaid commissions - $8,000; unpaid vacation time - $861; unpaid
expenses $44; and unauthorized deduction from wages - $403. 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.
   -17-
  (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
has recently responded to plaintiff interrogatories and has
engaged  new counsel to effectively allow it to request
dismissal  or settlement of this litigation.  As of June 30,
2008 and subsequently, discussions between counsel representing the respective
parties has suggested the plaintiff is willing to settle this claim for
$350,000.  The Company believes that the plaintiff’s requested
settlement offer is much too high and that discussions will
continue.  The Company and its management believe that it may be a
prudent business decision to settle this matter without incurring the expected
cost of continuing to defend against this litigation.
  (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 $219,077, which River Hawk subsequently
satisfied in February of 2008.  The aggregate cost of satisfying the
judgment and accompanying costs was $226,635.
  (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 was 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.
  (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
2.      Unregistered Sale of Equity Securities and
Use of Proceeds.
  On March
5, 2008, the Company authorized the issuance of  3,334 restricted
common shares as consideration for $5,501 of financial services, consulting and
management advisory services.
  On March
16, 2008, the Company authorized the issuance of 3,030,000 shares of common
stock pursuant to an S-8 registration.  1,500,000 shares were issued
to Richard Girouard and 1,500,000 shares were issued to David Otto in exchange
for professional services including strategic planning, management oversight and
financial management and guarantees.  The registration value of the
stock issued is $3,750,000 to Mr. Girouard and $3,750,000 to Mr.
Otto.
  The
remaining 30,000 shares were issued to unrelated service providers engaged to
deliver various financial products and services and is valued at
$75,000.
  On March
25, 2008, the Company authorized the issuance of 6,668 restricted shares as
consideration for $13,336 of financial and management services.
  
 -18-
 
 On April
4, 2008, the Company authorized the issuance of 100,000 restricted shares as
consideration for $140,000 financial services.
 
 On July
2, 2008,  the Company authorized the issuance of 755,000 shares of
common stock as payment for certain financial services valued at
$93,347.
  All of
such securities were issued in reliance upon the exemption from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended.
  Item
3.      Defaults Upon Senior
Securities.
  Not
Applicable
  Item
4.      Submission of Matters to a Vote of
Security Holders.
  None
  Item
5.      Other Information.
  Changes in Registrant’s
Certifying Accountant
 
 On May 2,
2008 (the “Dismissal Date”), Kempisty & Company, Certified Public
Accountants, P.C. (“Kempisty”) was dismissed as independent auditor of River
Hawk Aviation, Inc., a Nevada corporation (the “Company), in connection with the
engagement of Peterson Sullivan, PLLC, as the independent registered public
accounting firm for the Company (“Peterson Sullivan”).  Kempisty’s
reports on the Company’s 10-KSBs for the years ended December 31, 2007 and 2006,
and all subsequent interim periods up and until the Dismissal Date, were
qualified (i) to raise substantial doubt about the Company’s ability to continue
as a going concern and (ii) to sate uncertainty in connection with several
pending litigation matters, but did not contain any other adverse opinion or
disclaimer of opinion, and were not otherwise qualified or modified as to
uncertainty, audit scope or accounting principles.
 
 During
each of the two (2) years ended December 31, 2007 and 2006, and all subsequent
interim periods up and until the Dismissal Date, there were no disagreements on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to Kempisty’s satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the
disagreement.
 
 Kempisty
did, however, disagree with the Company’s stated Dismissal Date on its Form 8-K,
filed May 7, 2008, taking the position that the dismissal occurred on April 29,
2008, when the Company requested access to Kempisty’s work
papers.  The Company relied on Kempisty’s letter to the Company
confirming their termination, dated May 2, 2008, as the date of
dismissal.
 
 On May 6,
2008, the Company engaged Peterson Sullivan as its independent registered public
accounting firm to audit the Company’s financial statements.  During
each of the two (2) years ended December 31, 2007 and 2006, and all subsequent
interim periods up and until the Kempisty Dismissal Date, the Company did not
consult Peterson Sullivan on any matters described in Item 304 (a) (2) (i) of
Regulations S-B.  During each of the two (2) years ended December 31,
2007 and 2006, and all subsequent interim periods up and until the Dismissal
Date, the Company did not consult Peterson Sullivan on any matters described in
Item 304 (a) (2) (ii) of Regulation S-B.
 
 Appointment of
Director
 
 On June
5, 2007, the Board of Directors of River Hawk Aviation, Inc. (the “Company”)
appointed David M. Otto to its Board of Directors.  David Otto has
been the Managing Member of The Otto Law Group, PLLC, since 1999.  Mr.
Otto’s practice focused on corporate finance, securities and mergers and
acquisitions, as well as corporate law and governance.  Mr. Otto is
currently a member of the Board of Directors of Avisere, Inc. GeoBio Energy,
Inc., Cambridge Partners, LLC, ECO2 Plastics, Inc, Renaissance Window Fashions,
Inc., Saratoga Capital Partners, Inc., SinoFresh Healthcare, Inc., TechAlt, Inc.
and SARS Corporation.  Mr. Otto earned an A.B. degree from
Harvard University in 1981 and a J.D from Fordham University School of Law
in 1987.
  Appointment of
Director
 
 On August
12, 2008, the Board of Directors of River Hawk Aviation, Inc. (the “Company”)
appointed Lenny Dykstra to its Board of Directors.  Mr. Dykstra is a
former Major League Baseball Player and was a member of the 1986 World Champion
New York Mets and a member of the 1993 National League Champion Philadelphia
Phillies.  A three time All-Star as a ballplayer, Mr. Dykstra now
serves as president of several privately held businesses in Southern California
and is the founder of the Playerc Club.  Mr. Dykstra manages his own
portfolio, writes and investment strategy column for The Street.com and is
regularly featured on CNBC and other cable news shows.  Mr. Dykstra
was selected as OverTime Magazines’s 2006-2007 “Entrepreneur of the
Year”.
 
 As
discussed previously, Mr. Dykstra withdrew from the board of directors on
October 8, 2008.
 
 Item
6.      Exhibits.
  31.1
              Certification
      of Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange
      Act)31.2
              Certification
      of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange
      Act)32.1
              Certification
      of Principal Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)32.2
              Certification
      of Principal Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002 (18 U.S.C.
1350)
    -19-
  SIGNATURES
  In
accordance with the requirements of the Exchange Act, the Registrant has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
   RIVER
      HAWK AVIATION, INC.Date:
      November 14, 2008
              By:
      /s/ Calvin HumphreyCalvin
      HumphreyChief
      Executive Officer,
                Principal
      Executive Officer, DirectorBy:
      /s/ Michael G. BrinkleyMichael
      G. BrinkleyChief
      Financial OfficerPrincipal
      Financial Officer
   
  -20-