UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
October 8, 2008
River
Hawk Aviation, Inc.
(Exact
name of Registrant as specified in charter)
|
Nevada
|
0-30440
|
22-3537927
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification)
|
|
3103
9th Avenue Drive, Hickory, NC 28601
(Address
of principal executive offices)(Zip Code)
|
Registrant’s telephone number, including
area code: (231) 946-4343
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction
A.2. below):
[___] Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
[___] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[___] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[___] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
FORM 8-K
Section 1 – Registrant’s Business and
Operations
Item 1.02 Termination of Material,
Definitive Agreements.
On
October 8, 2008, River Hawk Aviation, Inc. (“River Hawk” or the “Company”), and
Lenny Dykstra terminated a (i) Public Relations and Marketing
Agreement and (ii) a Business Development Agreement, which the parties
originally entered into, and announced, in August 2008, due to the inability of
the parties to meet required terms and conditions in a timely
manner.
Under the
two-year Public Relations and Marketing Agreement, Mr. Dykstra was obligated to
identify catalysts and value propositions as in relation to the Company’s
financial growth strategy and to facilitate the communication of the Company’s
aircraft management and charter services to its target market, clients, and
vendors. In exchange, the Company had agreed to issue two million
(2,000,000) shares of Series A Preferred Convertible Stock of the
Company. The parties have not provided the aforementioned
consideration, and mutually consider these obligations to be
terminated.
Under the one-year Business Development
Agreement, Mr. Dykstra agreed to facilitate the growth of the Company’s customer
base and vendor base, and to strategically attract joint venture
candidates. In exchange, 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 parties have not provided the aforementioned
consideration, and mutually consider these obligations to be
terminated.
Additionally, on October 8, 2008, River
Hawk and CGL Properties, LLC (“CLG”), terminated their Equity Purchase Agreement
prior to its closing, due to concerns revealed in conducting due diligence of
the transaction. The Equity Purchase Agreement proposed that River
Hawk would purchase seventy-five percent (75%) of CGL in exchange for River
Hawk’s commitment to fund the refurbishment of a GII SP jet aircraft held in
CLG. Mr. Dykstra is the one hundred percent (100%) owner of CGL and,
had the parties completed the agreement, would have retained twenty-five percent
(25%). As a result of the termination, the parties’ obligations under
the agreement are cancelled.
Section 5 - Corporate Governance and
Management
Item 5.02 Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal
Officers.
On
October 8, 2008
, Lenny Dykstra submitted, and River
Hawk accepted, Mr. Dykstra’s resignation from the Board of Directors (the
“Board”) of the Company. Mr. Dykstra’s resignation is in
connection with the termination of several agreements involving Mr. Dykstra and
River Hawk, as detailed in Item 1.02, above, and does not arise from any
disagreement on any matter relating to the Company’s operations, policies or
practices, nor regarding the general direction of the Company. Mr.
Dykstra had served on the Board since August 12, 2008. The Company
does not intend to fill the vacated seat on the Board at this
time.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
RIVER
HAWK AVIATION, INC.
(Company)
/s/
Calvin
Humphrey
______________
By: Calvin Humphrey
Its: President, CEO
Date: October 12,
2008