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 March 31,
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)




954
Business Park Drive


Suite
#4


Traverse
City, MI. 49686


(Address
of Principal Executive Offices)




(231)
946-4343


(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: 3,337,514  shares of common stock,
$0.001 par value, as of  May 12, 2008.




















RIVER
HAWK AVIATION, INC.


(FORMERLY
VIVA INTERNATIONAL, INC.)




FORM
10-Q




FOR THE
QUARTER ENDED MARCH 31, 2008




TABLE OF
CONTENTS







PART
      I.
            FINANCIAL
      INFORMATIONItem
      1.
            Financial
      Statements
            PAGECondensed
      Consolidated Financial StatementsCondensed
      Consolidated Balance Sheets- March 31, 2008 and December 31,
      2007
            4Condensed
      Consolidated Statements of Operations
            5Three
      months ended March 31, 2008 and 2007Condensed
      Consolidated Statements of Cash Flows
            6Three
      months ended March 31, 2008 and 2007Notes
      to Condensed Consolidated Financial Statements
            7-11Item
      2.
            Management’s
      Discussion and Analysis or Plan of Operation
            13-16Item
      3.
            Controls
      and Procedures
            16PART
      II.
            OTHER
      INFORMATIONItem
      1.
            Legal
      Proceedings
            16-17Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            18Item
      3.
            Defaults
      upon Senior Securities
            18Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            18Item
      5.
            Other
      Information
            18Item
      6.
            Exhibits
            18Signatures








2









PART
I




FINANCIAL
INFORMATION










ITEM
1.  FINANCIAL
STATEMENTS
















3




RIVER
      HAWK AVIATION, INC.(FORMERLY
      VIVA INTERNATIONAL, INC.)CONSOLIDATED
      BALANCE SHEETS(Unaudited)March
      31,
              
              
              December
      31,2008
              
              
              2007Current
      AssetsCash
              
              $
              191,736
              
              
              $
              484,622Accounts
      receivable
              
              
              521,337
              
              
              
              512,770Inventories
              
              
              724,384
              
              
              
              724,503Prepaid
      expenses
              
              
              66,317
              
              
              
              78,876Total
      Current Assets
              
              
              1,503,774
              
              
              
              1,800,771Property,
      Plant & Equipment-net
              
              
              18,908,520
              
              
              
              19,370,501Other
      Assets-Intangible assets
              
              
              414,900
              
              
              
              -Total
      Assets
              
              $
              20,827,194
              
              
              $
              21,171,272Current
      LiabilitiesAccounts
      payable and accrued expenses
              
              $
              3,621,094
              
              
              $
              3,827,562Aviation
      maintenance and engine reserves
              
              
              1,202,473
              
              
              
              1,235,311Taxes
      payable
              
              
              36,726
              
              
              
              26,603Notes
      payable-shareholders and related parties
              
              
              1,199,370
              
              
              
              538,379Current
      maturities of long term debt
              
              
              5,713,247
              
              
              
              5,691,774Cumulative
      dividends payable-preferred stock
              
              
              189,297
              
              
              
              109,2978%
      Preferred stock-Series B
              
              
              2,500,000
              
              
              
              2,500,000Total
      Current Liabilities
              
              
              14,462,207
              
              
              
              13,928,926Long
      term debt, net of current maturities
              
              
              4,449,678
              
              
              
              4,423,8148%
      Preferred stock-Series B
              
              
              1,500,000
              
              
              
              1,500,000Total
      Liabilities
              
              
              20,411,885
              
              
              
              19,852,740Commitments
      and contingenciesStockholders'
      EquityPreferred
      stock 25,000,000 shares authorized at $.001 par
valueSeries
      A. 10,500,000 shares authorized, 7,000,000 shares outstanding at December
      31, 2007with
      3,500,000 shares to be issued, 10,500,000 shares outstanding at March 31,
      2008
              
              
              10,500
              
              
              
              10,500Common
      stock, 500,000,000 shares authorized at $.001par value, issued and
      outstandingof
      3,237,514 at March 31, 2008 and 197,512 at December 31,
      2007
              
              
              3,238
              
              
              
              198Additional
      paid-in capital
              
              
              33,148,018
              
              
              
              25,341,810Accumulated
      deficit
              
              
              (32,746,447
              )
              
              
              (24,033,976
              )Stockholders'
      Equity
              
              
              415,309
              
              
              
              1,318,532Total
      Liabilities and Stockholders’ Equity
              
              $
              20,827,194
              
              
              $
              21,171,272




See
      Notes to Consolidated Financial Statements






4




RIVER
      HAWK AVIATION, INC.(FORMERLY
      VIVA INTERNATIONAL, INC.)CONSOLIDATED
      STATEMENTS OF OPERATIONS(Unaudited)For
      the Three Months EndedMarch
      31,2008
                
                
                2007Sales
      revenues
                
                $
                2,326,934
                
                
                $
                -Cost
      of sales
                
                
                2,016,033
                
                
                
                -Gross
      profit (loss)
                
                
                310,901
                
                
                
                -General
      and administrative expenses
                
                
                695,366
                
                
                
                222,620Compensation
      & services paid for in stock
                
                
                7,593,837
                
                
                
                -Depreciation
                
                
                488,918
                
                
                
                -Interest
      expense
                
                
                167,229
                
                
                
                29,9648,945,350
                
                
                
                252,584(8,634,449
                )
                
                
                (252,584
                )Other
      incomeInterest
      income
                
                
                238
                
                
                
                -Miscellaneous
      income
                
                
                1,740
                
                
                
                -(Loss
      from continuing operations before income taxes
                
                
                (8,632,471
                )
                
                
                (252,584
                )Provision
      for income taxes
                
                
                -
                
                
                
                -Loss
      from continuing operations
                
                
                (8,632,471
                )
                
                
                (252,584
                )(Losses)
      from discontinued operations-net of tax
                
                
                -
                
                
                
                (24,358
                )(Loss) before preferred dividends recorded as interest
      expense
                
                
                (8,632,471
                )
                
                
                (276,942
                )8%
      cumulative preferred dividend recorded as interest
      expense
                
                
                80,000
                
                
                
                -Net
      (loss)
                
                
                (8,712,471
                )
                
                
                (276,942
                )Basic
      and fully diluted (loss) per share-continuing
    operations
                
                $
                (11.91
                )
                
                $
                (4.09
                )(Loss)
      per share from discontinued operations
                
                $
                -
                
                
                $
                (0.40
                )Net  (loss)
      per share
                
                $
                (11.91
                )
                
                $
                (4.49
                )Weighted
      average shares outstanding
                
                
                731,761
                
                
                
                61,712


See
      Notes to Consolidated Financial Statements.






5




RIVER
      HAWK AVIATION, INC.(FORMERLY
      VIVA INTERNATIONAL, INC.)CONSOLIDATED
      STATEMENTS OF CASH FLOWS(Unaudited)For
      the Three Months EndedMarch
      31,2008
              
              
              2007Operating
      ActivitiesNet
      loss
              
              $
              (8,712,471
              )
              
              $
              (276,942
              )Adjustments
      to reconcile net loss to net cashused
      by operating activities:Depreciation
              
              
              488,918
              
              
              
              337Common
      stock issued for services
              
              
              7,593,837
              
              
              
              -Cumulative
      preferred dividends recorded
      as interest expense
              
              
              80,000
              
              
              
              -Changes
      in operating assets and liabilities:Receivables
              
              
              18,933
              
              
              
              -Inventories
              
              
              119
              
              
              
              -Prepaid
      expenses and other assets
              
              
              12,559
              
              
              
              -Accounts
      payable and accrued expenses
              
              
              (257,347
              )
              
              
              250,994Taxes
      payable
              
              
              2,083
              
              
              
              -Net
      cash (used) by operating activities
              
              
              (773,369
              )
              
              
              (25,611
              )Investing
      ActivitiesAcquired
      cash position through merger and acquisition
              
              
              8,681
              
              
              
              -Acquisition
      of fixed assets
              
              
              (26,937
              )
              
              
              -Acquisitions
              
              
              (425,000
              )
              
              
              -Net
      cash provided (used) by investing activities
              
              
              (443,256
              )
              
              
              -Financing
      ActivitiesLoans
      from related parties,shareholders & others
              
              
              660,991
              
              
              
              28,200Loans
      from financial institutions
              
              
              117,887
              
              
              
              -Capital
      contributions/recoveries from limited liability companies
              
              
              215,411
              
              
              
              -Repayment
      of installment debt obligations
              
              
              (70,550
              )
              
              
              -Net
      cash provided by financing activities
              
              
              923,739
              
              
              
              28,200Increase(Decrease) in cash
              
              
              (292,886
              )
              
              
              2,589Cash
      at beginning of period
              
              
              484,622
              
              
              
              1,726Cash
      at end of period
              
              $
              191,736
              
              
              $
              4,315Supplemental
      Disclosures of Cash Flow Information:Cash
      paid during year for:Interest
              
              $
              142,154
              
              
              $
              -Income
      taxes (benefits)
              
              $
              -
              
              
              $
              -




See
      Notes to Consolidated Financial Statements.




6




RIVER
HAWK AVIATION, INC.


(FORMERLY
VIVA INTERNATIONAL, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2008




Note
1-Financial Presentation, Company Organization and
Structure


The
accompanying unaudited Condensed 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 Condensed Consolidated Balance Sheet as of March 31, 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 March
31, 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 March 31, 2008 and include the operating results for the
period of March 18th
through March 31st,
2008.






7




RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 MARCH
31, 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 $32,746,447
for the period from April 18, 1995 to March 31, 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. and Profile Aviation Center,
Inc. in August of 2007, the Company realized in excess of $5.3 million in
operating revenues in 2007 and in excess of $2.3 million for the period ended
March 31, 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 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 it 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.  Of this amount, $350,000 was paid at closing and
$75,000 was paid subsequent to March 31, 2008.   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 is convertible at any time, 1 million shares is convertible at
any time following twelve months from the effective of the agreement, 1,000,000
shares is convertible at any time following twenty four months from the
effective date of the agreement and 500,000 shares is 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 or September 30,
2007 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
 MARCH
31, 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.




Proforma
financial information




The
following financial information is provided to illustrate the prospective
consolidated financial results from operationsthat
would have resulted had Carolina Air Charter, Inc. been a member of the
consolidated group for the entire period endedMarch 31,
2008 and had Carolina Air Charter, Inc., Profile Aviation Services, Inc. and
Profile Aviation Center, Inc. beenmembers
of the consolidated group for the entire period ended March 31,
2007.




Three
      months ended March 31,2008
              
              
              2007Sales
      revenues
              
              $
              2,437,658
              
              
              $
              2,376,404Loss
      from continuing operations
              
              $
              8,777,518
              
              
              $
              194,919Losses
      from discontinued operations-net of tax
              
              $
              -
              
              
              $
              24,358Net
      losses
              
              $
              8,777,518
              
              
              $
              219,277Basic
      and fully diluted loss per share-continuing oper.
              
              $
              12.00
              
              
              $
              3.15Loss
      per share from discontinued operations
              
              $
              -
              
              
              $
              .40Total
      loss per share
              
              $
              12.00
              
              
              $
              3.55









9




RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 MARCH
31, 2008




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, for the three month periods ended March
31,
  2008
                
                
                2007Basic
      and diluted weighted average common stock shares
      outstanding
                
                
                731,761
                
                
                
                61,712Potentially
      dilutive securities excluded from loss per share
    computationsConvertible
      Preferred Stock (Series A & Series
      B)
                
                
                14,500,000
  Note
6-Inventories
  Inventories
are priced at the lower of cost or market as determined on a first in, first out
basis.




At March
31, 2008, inventory was comprised of the following:




Aviation parts
      and accessories
            
            $
            579,410Jet fuel and
      oil
            
            
            93,798Work in
      process
            
            
            51,176Total
            
            $
            724,384




Note
7-Related Party Transactions




Aerologistics
Investments Partners, LLC




Aerologistics
Investments Partners, LLC (“Aerologistics”) is a limited liability company whose
members are CalvinHumphrey
(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, Aerologisticsprovided
loans to the Company to settle a court judgment in the amount of $226,635 and in
the amount of  $375,000 forthe
acquisition of Carolina Air Charter, Inc. and working capital.  Prior
to March 31, 2008, Aerologistics has arrangedfor
working lines of credit the Company of $300,000 and has provided corporate and
personal  guarantees for payment.




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.




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.




10





RIVER
HAWK AVIATION, INC.
 (FORMERLY
VIVA INTERNATIONAL, INC.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 MARCH
31, 2008




Richard
Girouard




Richard
Girouard is a member of the River Hawk Aviation, Inc. Board of Directors and a
member of Aerologistics InvestmentsPartners,
LLC.   During the quarter ended March 31, 2008, the Company
awarded Mr. Girouard 1,500,000 shares of commonstock
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.  Thevalue of
the shares issued based upon the S-8  registration statement is
$3,750,000.




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 theprimary
legal counsel for the Company.  During the quarter ended March 31,
2008, the Company awarded Mr. Otto 1,500,000of common
stock pursuant to an S-8 registration.  The shares awarded are to
secure certain needed legal services as well asto obtain
strategic and financial management services as well as continuing financial
guarantees and commitments.  The valueof the
shares issued based upon the S-8 registration statement is
$3,750,000.




For the
quarter ended March 31, 2008, the Company recorded professional billings from
Otto Law of $80,165.  At March 31,2008, the
Company has a net liability to Otto Law of $162,050.




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..


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.
  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 required
issuances had taken place.








11




RIVER
HAWK AVIATION, INC.


(FORMERLY
VIVA INTERNATIONAL, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2008






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 March 31, 2008 and the quarter
then ended, $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.
  Carolina
Air Charter, Inc.
  The
Company has made an additional payment of $75,000 since March 31, 2008 thus
completing the financial terms of its acquisition of Carolina Air Charter,
Inc.  The funds necessary to make the payment to the former
shareholders of Carolina Air Charter, Inc. were provided to the Company by
Aerologistics Investments Partners, LLC.




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. (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.




Results
of Operations for the Three Months Ended March 31, 2008 and 2007.




Sales




Sales
were $2,326,934 for the three months ended March 31, 2008 as compared to sales
of $0 for the three months ended March 31, 2007.




The
increase in sales for the three month period ended March 31, 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.  At March 31, 2007, the Company was without
operations andwas in
the process of reorganizing the organization to enable it to make
acquisitions.






13








Cost
of Good Sold




Cost of
goods sold were $2,016,033 for the three months ended March 31, 2008 as compared
to cost of goods sold of $0 for the three months ended March 31,
2007.




The
increase in cost of good sold 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 $310,901 for the three months ended March 31, 2008 as compared to
gross profit of $0 for the three months ended March 31, 2007




The
increase in gross profits 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 $8,772,620 for the three months March 31, 2008
as compared to  $222,620 for the three months ended March 31,
2007.  The increase 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
Antoinio.  Included in the general and administrative expenses for the
three months ended March 31, 2008 are $7,593,837 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 $167,229 for the three months ended March 31, 2008 as compared to
$29,964 for the three months ended March 31, 2007.  This increase 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.




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 were $0 for the three months ended March 31, 2008
as compared to $24,358 for the three months ended March 31, 2007




Net
Losses




Net
losses were $8,712,471 for the three months ended March 31, 2008 as compared to
a loss of $276,942 for the three months ended March 31, 2007.  The
increase in losses is primarily due to expenses resulting from the issuance of
common stock for services of $7,593,837 combined with operational losses of
$1,118,634.  The Company’s operating subsidiaries have historically
been seasonal with the quarter ending in March typically being associated with
the bottom of the Company’s business cycles.




14








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 March
31, 2008, the Company had $191,736 in cash. Since inception the Company has
accumulated a deficit of approximately $32,750,000.
  For the
period of January 1 through March 31, 2008 the Company was able to meet its
working capital and acquisitions  needs through operations as well as
approximately $645,000 of financial loans obtained from Aerologistics Investmens
Partners, LLC $15,000 provided by the Company’s Chief Executive Officer and new
bank loans of approximately $118,000.
  As of
March 31, 2008, $1,199,370 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 March 31, 2008, loans from
shareholders, officer and related parties increased by approximately
$661,000.  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 a 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.
  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. .
  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.




15




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.




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 $339,381.84 was obtained against the defendants. The
plaintiff, Trans National Communications attached Auxer’s bank account even
though the responsible party was Auxer Telecom. Auxer’s litigation counsel
successfully separated the defendants in this case and the judgment is only
against Auxer Telecom Inc., Auxer’s inactive subsidiary.   Auxer
does not intend to contest the judgment against Auxer Telecom Inc. since it was
dissolved on March 18, 2002.




(2)
International Access dba Access International, Inc. v. CT Industries, Inc. -Los
Angeles Superior Court, Central District - Case No. BC 282393, filed on
September 30, 2002. International Access (“IA”) claims that CT Industries, Inc.,
Auxer’s subsidiary, entered into an agreement (Switch Port Lease and Service
Agreement) with IA whereby IA would provide one year of telecommunications
services to CT Industries. IA claims it provided the services and was not paid
because checks from CT Industries were returned for insufficient funds. IA is
requesting payment of $76,095.34 plus 10% interest per annum from March 13,
2002. Auxer does not intend to respond to this lawsuit and will allow a judgment
to be entered against CT Industries, its inactive subsidiary.





(3)
Mahure, LLC vs. Auxer Group, Inc. - Superior Court of New Jersey, Law Division,
Passaic County; Docket No. L-4245-02. Filed August 14, 2002. Mahure, LLC, was
Auxer’s landlord for the premises known as 12 Andrews Drive,
West Patterson, New Jersey, Auxer’s former business address. It is suing
Auxer for failure to pay base rent of $7,083.33 from October 2001 through August
2002, plus 50% of real estate taxes, insurance premiums and other fixed charges
contained in Auxer’s lease. Mahure, LLC is requesting $58,465.49 attorney’s
fees, cost of suit and interest. The Company did not contest this matter and
accordingly, a judgment has been entered against it for approximately
$98,000.




(4)
Colbie Pacific Capital- On April 24, 2002, Auxer entered into a Modification and
Restructuring Agreement with Colbie Pacific Capital. The agreement required
Auxer to make a $350,000 payment to Colbie by September 28, 2002. Auxer failed
to make such payment and the sum of $450,000 plus accrued interest is now due to
Colbie. On October 8, 2002, Auxer received a settlement offer from Colbie’s
attorney whereby Colbie agreed to allow Auxer to sell certain assets and make
the required payment. Auxer is trying to sell such assets, specifically
telecommunications switching equipment. However, the assets have limited value
and application and the last efforts made by the Company were unable to locate
the whereabouts of the assets so there appears to be no ability to resolve this
debt (claim) through a sale of assets.  Accordingly, the Company hopes
to negotiate a settlement for significantly less than the recorded amount of the
liability.






16




(5) Abel
Estrada vs. CT Industries, Inc. - Labor Commissioner, State of California -
State Case Number 06-67045 JAH - Hearing Date: November 20, 2002 in Los Angeles,
California. Abel Estrada, a former employee of Auxer’s subsidiary, CT
Industries, Inc., filed a claim against CT in the amount of $10,376.08 with the
Labor Commissioner, State of California, for the following claims: unpaid wages
- $1,068; unpaid commissions - $8,000; unpaid vacation time - $861.33; unpaid
expenses $43.75; and unauthorized deduction from wages - $403.00. CT Industries
does not intend to appear at the hearing and contest this matter.  Ct
Industries has been inactive since 2003.




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





(7) Ty
Hiither vs. Viva International, Inc.-Small claims action against the Company for
unpaid services related to Web Site Development. A court judgment has been
entered against the Company for $3,073 as of July 12, 2004. Since the judgment
has been entered the plaintiff has refused an offer to settle the claim by
issuance of Company stock and has intentionally and maliciously sought to damage
the Company through the development of a web site portal and by various links to
the Company’s web site. Pursuant to the Plaintiff’s efforts, she has made
various posts and made various references to the Company’s plans, it’s
employees, consultants and managers that were damaging or potentially damaging
and were made without her attempts to verify or perform other due diligence to
determine the accuracy and reliability of the information that she intentionally
posted. The Company believes that the plaintiff may have acted criminally and
accordingly, may seek relief or other sanctions and may assess damages at
amounts far in excess of the plaintiff’s claim.




(8)
Ronald Greene vs. Viva Airlines, Inc.- Mr. Greene previously was engaged as the
chief pilot for Viva Airlines, Inc. Mr. Greene has claimed that he is owed
approximately $25,000 plus certain expenses for his services during the time he
was involved with the Company. Although a formal action has not yet occurred,
Mr. Greene has threatened suit as well as indicating he had filed various labor
and wage claims with regulatory agencies. Mr. Greene has also indicated that he
has filed various complaints with aviation regulatory authorities. The Company
has been unable to reach a mutually satisfying resolution of this
matter.




(9)
Ivan Figueroa vs. Eastern Caribbean Airlines Corporation. and Viva
International, Inc.- Mr. Figueroa filed a claim against the Company and its
former subsidiary, Eastern Caribbean Airlines, Inc., alleging that he has
suffered $5 million in damages as a result of an alleged breach of an agreement
between Eastern Caribbean Airlines, Inc. and Viva International, Inc, pursuant
to a the Company’s termination of it’s acquisition of Cool Tours,
Inc.   A status conference was held on November 30, 2006 and the
court allowed a request for discovery to be extended.  Prior to the
commencement of discovery, legal counsel for Eastern Caribbean Airlines and Viva
International, Inc. withdrew their representation of the Company due to lack of
payment of outstanding professional services.  Subsequently, the Court
ordered Eastern/Viva to appear before them with new legal
representation.  The Company has agreed to engage new counsel and a
pleading is expected to be filed within the imposed time frame as mandated by
the Courts.  Mr. Figueroa was previously the owner of Cool Tours, Inc.
d/b/a San Juan Aviation. At issue is amounts allegedly owed to Mr. Figueroa and
other unpaid obligations as well as the ownership of the Cool Tours, Inc name.
The Company had invested substantially into it’s the Cool Tours, Inc., Puerto
Rico based operations through Eastern Caribbean Airlines, Inc., and believes
that the  claimed are untenable and inflated.   The
Company has recently responded to plaintiff interrogatories and will now look
for new counsel to effectively allow it to request dismissal of this
litigation.  The change in counsel is necessary to avoid any conflict
of interest that would be present under previous counsel.




(10)Syed Hasan vs. Viva International, Inc. and Eastern Caribbean Airlines
Corporation—Mr. Hasan, formerly the Company’s CEO and President as well as
having served in other capacities during his tenure, filed a complaint in the
State of Georgia seeking compensation for past unpaid services and for various
incurred business expenses. In October 2007, the court entered default judgment
in favor of Hassan in the amount of $219,076.66, which River Hawk subsequently
satisfied in February of 2008.  The aggregate cost of satisfying the
judgment and accompanying costs was $226,635.38.




(11) Francisco
J. Sepulveda vs. Viva International, Inc.—Mr. Sepulveda has filed a charge of
discrimination against Viva before the Equal Employment Opportunity Commission
(EEOC) for discrimination on the basis of national origin and relation, in
violation of Title VII of the Civil Rights Act. The Company denies this
complaint in its entirety. No determination has made in this
matter.  River Hawk intends to demand an indemnification benefit that
received from a third party as to this litigation, pursuant to a May 10, 2007
stock purchase agreement with Southland Holding Corp., under which the Company
sold its equitable interest in Eastern Caribbean Airlines Corporation and Viva
Air Dominicana S.A. to Southland.




12)
Richard Amador Martinez vs. Eastern Caribbean Airlines Corporation----Mr. Amador
Martinez has filed a claim with the Labor Department against Eastern Caribbean
Airlines. The Labor Department has ruled in favor of Mr. Amador Martinez and
accordingly, the Company is alleged to be obligated under this claim for an
amount less than $5,000. However, a mediation of conflicts conference has been
scheduled to be held on May 31, 2007. The Company has recorded a liability on
its books in anticipation of being required to make a payment subject to this
claim.  This claim is expected to be satisfied pursuant to a May 10,
2007 stock purchase agreement with Southland Holding Corp.




(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.








17






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.




On April
4, 2008, the Company authorized the issuance of 100,000 restricted shares as
consideration for financial services.




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.




None




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)








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:
      May 12, 2008
            By: /s/
      Calvin HumphreyCalvin
      HumphreyChief
      Executive Officer, Principal Executive Officer,
DirectorBy: /s/
      Robert J. ScottRobert
      J. ScottChief
      Financial OfficerPrincipal
      Financial Officer, Director






18