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 June 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)

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  August 8, 2008. 

RIVER HAWK AVIATION, INC.

(FORMERLY VIVA INTERNATIONAL, INC.)

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2008

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	PAGE
	Consolidated Financial Statements
	Consolidated Balance Sheets- June 30, 2008 and December 31, 2007	4
	Consolidated Statements of Operations	5
	Three and Six months ended June 30, 2008 and 2007
	Consolidated Statements of Cash Flows	6
	Six months ended June 30, 2008 and 2007
	Notes to Consolidated Financial Statements	7-12
Item 2.	Management’s Discussion and Analysis or Plan of Operation	13-16
Item 3.	Controls and Procedures	16
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	16-17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults upon Senior Securities	19
Item 4.	Submission of Matters to a Vote of Security Holders	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
Signatures

2

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RIVER HAWK AVIATION, INC.

(FORMERLY VIVA INTERNATIONAL, INC.)

CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008

3

RIVER HAWK AVIATION, INC.
(FORMERLY VIVA INTERNATIONAL, INC.)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
	June 30,			December 31,
ASSETS	2008			2007
Current Assets
Cash	$	221,037		$	484,622
Accounts receivable		771,910			512,770
Inventories		680,513			724,503
Prepaid expenses		58,912			78,876
Total Current Assets		1,732,372			1,800,771
Property, Plant & Equipment-net		13,729,504			19,370,501
Other Assets-Intangible assets		414,900			-
Total Assets	$	15,876,776		$	21,171,272
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses	$	3,525,200		$	3,827,562
Aviation maintenance and engine reserves		1,234,839			1,235,311
Taxes payable		58,546			26,603
Notes payable-shareholders and related parties		1,009,172			538,379
Current maturities of long term debt		2,118,828			5,691,774
Cumulative dividends payable-preferred stock		269,298			109,297
8% Preferred stock-Series B		2,500,000			2,500,000
Total Current Liabilities		10,715,883			13,928,926
Long term debt, net of current maturities		4,374,756			4,423,814
8% Preferred stock-Series B		1,500,000			1,500,000
Total Liabilities		16,590,639			19,852,740
Commitments and contingencies
Stockholders' Equity (Deficit)
Preferred stock 25,000,000 shares authorized at $.001 par value
Series A. 12,000 shares authorized, 7,000,000 shares outstanding at December
with 3,500,000 shares to be issued, 11,500,000 shares outstanding at June 30, 2008		11,500			10,500
Common stock, 500,000,000 shares authorized at $.001par value, issued and outstanding
of 3,337,514 at June 30, 2008 and 197,512 at December 31, 2007		3,338			198
Additional paid-in capital		34,524,980			25,341,810
Accumulated deficit		(35,253,681	)		(24,033,976	)
Stockholders' Equity (Deficit)		(713,863)	)		1,318,532
Total Liabilities and Stockholders’ Equity (Deficit)	$	15,876,776		$	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						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Sales revenues	$	2,788,336		$	0		$	5,115,270		$	0
Cost of sales		2,216,396			0			4,232,429			0
Gross profit		571,940			0			882,841			0
General and  administrative expenses		2,022,560			231,364			10,311,763			453,647
Depreciation		398,185			0			887,103			337
Interest expense		186,641			37,006			353,870			66,970
		2,607,386			268,370			11,552,736			520,954
		(2,035,446	)		(268,370	)		(10,669,895			(520,954	)
Other income and (expenses)
Interest income		0			0			238			0
Miscellaneous income-net		14,945			0			16,685			0
Loss on disposal of assets		(406,732	)		(1,554	)		(406,732	)		(1,554	)
(Loss) from continuing operations before income taxes		(2,427,233	)		(269,924	)		(11,059,704	)		(522,508	)
Provision for income taxes		0			0			0			0
(Loss) from continuing operations		(2,427,233			(269,924	)		(11,059,704	)		(522,508	)
(Loss) on sale of subsidiaries		0			(909,767	)		0			(909,767	)
(Losses) from discontinued operations-net of tax		0			0			0			(24,358	)
Net (loss) before preferred dividends		(2,427,233	)		(1,179,691	)		(11,059,704	)		(1,456,633	)
8% cumulative preferred dividend recorded as interest expense		80,001			0			160,001			0
Net (loss) for common shareholders	$	(2,507,234	)	$	(1,179,691	)	$	(11,219,705		$	(1,456,633	)
Basic and fully diluted (loss) per share-continuing operations	$	(0.75	)	$	(3.37	)	$	(5.52	)	$	(7.32	)
(Loss) per share from discontinued operations		0			(11.34	)		0			(13.10	)
Total (loss) per share	$	(0.75	)	$	(14.71	)	$	(5.52	)	$	(20.42	)
Weighted average shares outstanding		3,334,217			80,219			2,032,989			71,329

See Notes to Consolidated Financial Statements

5

RIVER HAWK AVIATION, INC.
(FORMERLY VIVA INTERNATIONAL, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	For the Six Months Ended
	June 30,
	2008			2007
Operating Activities
Net loss	$	(11,219,705	)	$	(1,456,633	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation		887,103			337
Capital stock issued for services		8,743,837			422,000
Cumulative preferred dividends recorded as interest expense		160,001			-
Loss on sale of subsidiaries		-			909,767
Loss on disposal of assets		406,732			1,554
Changes in operating assets and liabilities:
Receivables		(231,640	)		-
Inventories		43,990			-
Prepaid expenses and other assets		19,964			-
Accounts payable and accrued expenses		(320,875	)		106,618
Taxes payable		23,903			-
Net cash (used) by operating activities		(1,486,690	)		(16,357	)
Investing Activities
Acquired cash position through merger and acquisition		8,681			-
Proceeds from disposal of assets		4,500,000			-
Acquisition of fixed assets		(152,839	)		-
Acquisitions		(425,000	)		-
Net cash provided by investing activities		3,930,842			-
Financing Activities
Loans from related parties,shareholders & others		888,580			14,833
Repayment 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		(3,955,103	)		-
Net cash provided (used) by financing activities		(2,707,738	)		14,833
(Decrease) in cash		(263,585	)		(1,524	)
Cash at beginning of period		484,622			1,726
Cash at end of period	$	221,037		$	202
Supplemental Disclosures of Cash Flow Information:
Cash paid during year for:
Interest	$	297,795		$	-
Income taxes	$	-		$	-

See Notes to Consolidated Financial Statements

6

RIVER HAWK AVIATION, INC.

(FORMERLY VIVA INTERNATIONAL, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 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 June 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 June 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

JUNE 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

JUNE 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.    

Proforma financial information

The following financial information is provided to illustrate the prospective consolidated financial results from operations that would have resulted had Carolina Air Charter, Inc. been a member of the consolidated group for the entire three and six month periods ended June 30, 2008 and had Carolina Air Charter, Inc., Profile Aviation Services, Inc. and Profile Aviation Center, Inc. been members of the consolidated group for the entire three and six month periods ended June 30, 2007.

	Three months ended				Six months ended
	June 30, 2008		June 30, 2007		June 30, 2008		June 30, 2007
	$		$		$		$
Sales revenues		2,788,336		2,545,892		5,225,994		4,922,296
Loss from continued operations		2,507,234		96,475		11,284,750		291,394
Losses from discontinued operations-
net of tax		-		909,767		-		934,125
Net losses		2,507,234		1,006,242		11,284,750		1,225,519
Basic and fully diluted loss per
share-continued operations		0.75		1.20		5.55		4.09
Loss per share from discontinued
operations		-		11.34		-		13.10
Total loss per share		0.75		12.54		5.55		17.19

9

RIVER HAWK AVIATION, INC.

(FORMERLY VIVA INTERNATIONAL, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 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:

	Three Months ended June 30,				Six Months ended June 30,
	2008		2007		2008		2007
Basic and diluted weighted average
common stock shares outstanding		3,334,217		80,219		2,032,989		71,329
Potentially dilutive securities
excluded from loss per share
computations (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 June 30, 2008, inventory was comprised of the following:

Aviation parts and accessories	$	580,908
Jet fuel and oil		85,991
Work in process		13,614
Total	$	680,513

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.

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.    

10

RIVER HAWK AVIATION, INC.

(FORMERLY VIVA INTERNATIONAL, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008

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 June 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 June 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.

For the three month period ended March 31, 2008, the Company recorded professional billings from Otto Law of $80,165.

For the three month period ended June 30, 2008, the Company recorded professional billings from Otto Law of $56,188.

At June 30, 2008, the Company has a net liability to Otto Law of $149,044.  

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.

11

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.

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.

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 unertake 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.

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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 June 30, 2008, Property, Plant & Equipment-net  was $13,729,504 as compared to $19,370,501 as of December 31, 2007 resulting in a decrease of $5,640,997.  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 $887,103.

Notes payable-shareholders and related parties

At June 30, 2008, Notes payable to shareholders and related parties was $1,009,172 as compared to $538,379 as of December 31, 2007 resulting in an increase of $470,793.  .During the six months ended June 30, 2008, new borrowings from shareholders and related parties amounted to $888,580 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 June 30, 2008, Long term debt including current maturities was $6,493,584 as compared to $10,115,588 as of December 31, 2007 resulting in a reduction of $3,622,004.  During the six months ended June 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 six month period ended June 30, 2008.

Results of Operations for the Three and Six Months Ended June 30, 2008 and 2007.

Sales

Sales were $2,788,336 for the three months ended June 30, 2008 as compared to sales of $0 for the three months ended June 30, 2007.

Sales were $5,115,270 for the six months ended June 30, 2008 as compared to sales of $0 for the three months ended June 30, 2007.

The increase in sales for the three and six month periods ended June 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.  At June 30, 2007 , the Company was without operations and was in the process of reorganization to enable it to make acquisitions.

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Cost of Good Sold

Cost of good sold were $2,216,396 for the three months ended June 30, 2008 as compared to cost of good sold of $0 for the three months ended June 30, 2007.

Cost of goods sold were $4,232,429 for the six months ended June 30, 2008 as compared to cost of goods sold of $0 for the six months ended June 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 $571,940 for the three months ended June 30, 2008 as compared to gross profit of $0 for the three months ended June 30, 2008.

Gross profits were $882,841 for the six months ended June 30, 2008 as compared to gross profit of $0 for the six months ended June 30, 2007

The increase in gross profits for the three and six months ended June 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 $2,420,745 for the three months ended June 30, 2008 as compared to $231,364 for the three months ended June 30, 2007.

General and administrative expenses were $11,198,866 for the six months ended June 30, 2008 as compared to  $453,984 for the six months ended June 30, 2007. 

The increase in general and administrative expenses for the three and six months ended June 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 six months ended June 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 $266,642 for the three months ended June 30, 2008 as compared to $37,006 for the three months ended June 30, 2007.

Interest expenses were $513,871 for the six months ended June 30, 2008 as compared to $66,970 for the six months ended June 30, 2007.

The increase in interest expenses for the three and six months ended June 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 six months ended June 30, 2008 are preferred dividends of $80,001 and $160,001 respectively.

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

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Losses from discontinued operations and the sale of subsidiaries were $0 for the three months ended June 30, 2008 as compared to $909,767 for the three months ended June 30, 2007.

Losses from discontinued operations and the sale of subsidiaries were $0 for the six months ended June 30,2008 as compared to $934,125 for the six months ended June 30, 2007.

Net Losses

Net losses were $2,507,234 for the three months ended June 30, 2008 as compared to $1,179,691 for the three months ended June 30, 2007  The increase in net losses is primarily attributable to the issuance of common stock for services in the amount of $1,150,000 and the recognition of $406,732 of losses on the sale of aviation aircraft.

Net losses were $11,219,705 for the six months ended June 30, 2008 as compared to a loss of 1,456,633 for the six months ended June 30, 2007.  The increase in losses is primarily due to expenses resulting from the issuance of common stock for services of $8,743,837 combined with operational losses of $1,793,359.  

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 June 30, 2008, the Company had $222,037 in cash. Since inception the Company has accumulated a deficit of approximately $35,250,000.

For the period of January 1 through June 30, 2008 the Company was able to meet its working capital and acquisitions  needs through operations as well as approximately $875,000 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 June 30, 2008, $1,009,172 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 June 30, 2008, loans from shareholders, officer and related parties increased by approximately $471,000.  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.

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.

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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.

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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.

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(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.

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On April 4, 2008, the Company authorized the issuance of 100,000 restricted shares as consideration for $140,000 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.

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”.

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)

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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: August 14, 2008	By: /s/ Calvin Humphrey
	Calvin Humphrey
	Chief Executive Officer, Principal Executive Officer, Director
	By: /s/ Robert J. Scott
	Robert J. Scott
	Chief Financial Officer
	Principal Financial Officer, Director