**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
  **FORM
            10-QSB/A**
 **QUARTERLY
                    REPORT**
 **UNDER
                    SECTION 13 OR 15(d)**
 **OF
                    THE SECURITIES EXCHANGE ACT OF
                    1934**  **FOR
                  QUARTER ENDED JUNE 30, 
2007**
 **ROYAL
                          INVEST INTERNATIONAL CORP.**(Exact
                          name of small business registrant as specified in its
                          charter)
 
 **Delaware**
              **000-27097**
              **98-0215778**(State
                  or other jurisdiction
                of
                  incorporation or organization)
              (Commission
                  File Number)
              (I.R.S.
                  Employer Identification Number)
 
 **1350
                            Avenue of the Americas, 24th
                            Fl****New
                            York, New York 10019-4702**(Address
                            of principal executive offices) (Zip
                            Code)
 
 **203.557.3845**
 (Registrant’s
        telephone no., including area code)
 
 (Former
                        Name or Former Address, if changed since last
                        report)




**Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities 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
      [  ]**







**Number
                    of shares of the registrant’s common stock outstanding as of September 18,
                    2007 was:
                    11,240,573**




**Traditional
                Small Business Disclosure Format:  Yes
                [  ]   No
                [X]**





1


**ROYAL
      INVEST INTERNATIONAL CORP.**





**FORM
      10-QSB**


**FOR
      QUARTER ENDED JUNE 30, 2007**





**TABLE
      OF CONTENTS**








**PART
                I. FINANCIAL INFORMATION**ITEM
                1. FINANCIAL STATEMENTS (UNAUDITED)
            3Consolidated
                Balance Sheet as of June 30, 2007 (Unaudited) and
                December 31, 2007
            5Consolidated
                Statements of Operations – For the Three
                Months Ended June 30, 2007 and 2006 and For the Six Months Ended June
                30, 2007 and 2006
            6Consolidated
                Statements of Cash Flows – For the Six
                Months Ended June 30, 2007 and 2006
            7Notes
                to Financial Statements
            8ITEM
                2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATION
            11ITEM
                3. CONTROLS AND PROCEDURES
            15**PART
                II. OTHER INFORMATION**ITEM
                1. - LEGAL PROCEEDINGS
            16ITEM
                2. - CHANGES IN SECURITIES AND USE OF
                PROCEEDS
            16ITEM
                3. - DEFAULTS UPON SENIOR
                SECURITIES
            17ITEM
                4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                HOLDERS
            17ITEM
                5. - OTHER INFORMATION
            17ITEM
                6. - EXHIBITS AND REPORTS ON FORM
                8-K
            17**SIGNATURES**
            18




2


**PART
      I. FINANCIAL INFORMATION**








**ITEM
      1.                     FINANCIAL
      STATEMENTS**







**ROYAL
      INVEST INTERNATIONAL CORP. AND SUBSIDIARY**





**(FORMERLY
      WAH KING INVEST CORP.)**





**UNAUDITED
      FINANCIAL STATEMENTS**





**FOR
      THE QUARTER ENDED JUNE 30, 2007 AND 2006**







3




CONTENTS


______________________________________________________________________________________





Consolidated
                Balance Sheets as of June 30, 2007 (Unaudited) and December 31,
                2006
            Page
                1





Consolidated
                Statements of Operations for the three months ended June 30, 2007
                and 2006
                (Unaudited) and for the six months ended June 30, 2007 and 2006
                (Unaudited)
            2





Consolidated
                Statements of Cash Flows for the six months ended June 30, 2007 and
                2006
                (Unaudited)
            3





Notes
                to Consolidated Financial Statements (Unaudited)
            4





4





**ROYAL
      INVEST INTERNATIONAL CORP. AND SUBSIDIARY**





**(FORMERLY
      WAH KING INVEST CORP.)**





**CONSOLIDATED
      BALANCE SHEETS**








**ASSETS**


****


****June
                      30,
                  
                  
                  December
                      31,2007
                  
                  
                  2006(Unaudited)CURRENT
                      ASSETSCash
                  
                  $
                  140
                  
                  
                  $
                  -Prepaid expenses
                  
                  
                  11,453
                  
                  
                  
                  -Total current assets
                  
                  $
                  11,593
                  
                  
                  $
                  -




**LIABIILITIES
          AND STOCKHOLDERS’ DEFICIT**
  CURRENT
                          LIABILITIESBank
                          overdraft
                      
                      $
                      -
                      
                      
                      $
                      362Accounts
                          payable
                      
                      
                      149,317
                      
                      
                      
                      46,778Accrued
                          expenses
                      
                      
                      97,905Income
                          taxes payable
                      
                      
                      2,452
                      
                      
                      
                      2,452Due
                          to related party
                      
                      
                      13,086
                      
                      
                      
                      12,724Convertible
                          promissory notes payable
                      
                      
                      285,000
                      
                      
                      
                      285,000Accrued
                          interest
                      
                      
                      46,631
                      
                      
                      
                      32,381Total
                          current liabilities
                      
                      
                      594,391
                      
                      
                      
                      379,697STOCKHOLDERS’
                          DEFICITClass
                            A special voting stock, no par value; 120,000,000shares
                            authorized; none issued and outstanding
                      
                      
                      -
                      
                      
                      
                      -Common
                            stock, $0.001 par value; 300,000,000 shares authorized;
                            9,236,372 and
                            4,236,372 issued and outstanding at June 30, 2007 and
                            December 31, 2006,
                            respectively
                      
                      
                      9,236
                      
                      
                      
                      4,236Additional
                          paid-in capital
                      
                      
                      1,105,763
                      
                      
                      
                      610,763Comprehensive
                        income
                      
                      
                      89
                      
                      
                      
                      -Stock subscription receivable
                      
                      
                      (239,899
                      )
                      
                      
                      -Accumulated
                          deficit
                      
                      
                      (1,457,987
                      )
                      
                      
                      (994,696
                      )Total
                          Stockholders’ Deficit
                      
                      
                      (582,798
                      )
                      
                      
                      (379,697
                      )TOTAL
                          LIABILITIES AND STOCKHOLDERS’ DEFICIT
                      
                      $
                      11,593
                      
                      
                      $
                      -See
                          accompanying notes to consolidated financial statements.
 5
  **ROYAL
        INVEST INTERNATIONAL CORP. AND SUBSIDIARY**





**(FORMERLY
      WAH KING INVEST CORP.)**





**CONSOLIDATED
      STATEMENT OF OPERATIONS(UNAUDITED)**




For
                        the Three Months Ended
                    
                    
                    For
                        the Six Months EndedJune
                        30,
                    
                    
                    June
                        30,2007
                    
                    
                    2006
                    
                    
                    2007
                    
                    
                    2006EXPENSESAdministrative
                      expenses
                    
                    $
                    355,041
                    
                    
                    $
                    18,679
                    
                    
                    $
                    449,041
                    
                    
                    $
                    23,848Total
                      Expenses
                    
                    
                    355,041
                    
                    
                    
                    18,679
                    
                    
                    
                    449,041
                    
                    
                    
                    23,848OPERATING
                      LOSS
                    
                    
                    (355,041
                    )
                    
                    
                    (18,679
                    )
                    
                    
                    (449,041
                    )
                    
                    
                    (23,848
                    )OTHER
                      EXPENSESInterest
                      Expense
                    
                    
                    (7,125
                    )
                    
                    
                    (121
                    )
                    
                    
                    (14,250
                    )
                    
                    
                    (19,705
                    )Total
                      Other Expenses
                    
                    
                    (7,125
                    )
                    
                    
                    (121
                    )
                    
                    
                    (14,250
                    )
                    
                    
                    (19,705
                    )NET
                      LOSS BEFORE TAXES AND DISCONTINUED OPERATIONS
                    
                    
                    (362,166
                    )
                    
                    
                    (18,800
                    )
                    
                    
                    (463,291
                    )
                    
                    
                    (43,553
                    )PROVISION
                      FOR INCOME TAXES
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -NET
                      LOSS FROM CONTINUING OPERATIONS
                    
                    
                    (362,166
                    )
                    
                    
                    (18,800
                    )
                    
                    
                    (463,291
                    )
                    
                    
                    (43,553
                    )DISCONTINUED
                      OPERATIONSIncome (loss) from discontinued operations
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (227,307
                    )Loss on disposal of discontinued operations
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (32,409
                    )Loss from discontinued operations
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (259,716
                    )NET
                      LOSS
                    
                    $
                    (362,166
                    )
                    
                    $
                    (18,800
                    )
                    
                    $
                    (463,291
                    )
                    
                    $
                    (303,269
                    )NET
                      LOSS PER COMMON SHARE (Basic and Diluted)From continuing operations
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    (0.11
                    )
                    
                    $
                    (0.01
                    )From discontinued operations
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    (0.07
                    )WEIGHTED
                      AVERAGE COMMON SHARES OUTSTANDING
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    4,341,845
                    
                    
                    
                    3,642,504




See
      accompanying notes to consolidated financial statements.




6





**ROYAL
      INVEST INTERNATIONAL CORP. AND SUBSIDIARY**





**(FORMERLY
      WAH KING INVEST CORP.)**





**CONSOLIDATED
      STATEMENTS OF CASH FLOWS(UNAUDITED)**





For
                      the Six Months EndedJune
                      30,2007
                  
                  
                  2006CASH
                      FLOWS FROM OPERATING ACTIVITIESNet
                      loss
                  
                  $
                  (463,291
                  )
                  
                  $
                  (303,269
                  )Adjustments
                      to reconcile net loss to net cash
                      used in operating activities:Net
                      change in operating assets and liabilities,Increase
                      in prepaid expenses
                  
                  
                  (11,453
                  )
                  
                  
                  -Increase
                      in accounts payable
                  
                  
                  102,539
                  
                  
                  
                  63,963Increase
                      in accrued expenses
                  
                  
                  97,905
                  
                  
                  
                  -Increase in
                      accrued interest
                  
                  
                  14,250
                  
                  
                  
                  15,317Net
                      Cash Used in Operating Activities
                  
                  
                  (260,050
                  )
                  
                  
                  (223,989
                  )CASH
                      FLOWS FROM FINANCING ACTIVITIESBank
                      overdraft
                  
                  
                  (362
                  )
                  
                  
                  -Receivable
                      from officer
                  
                  
                  362
                  
                  
                  
                  1,000Issuance of convertible promissory notes
                  
                  
                  -
                  
                  
                  
                  402,000Sale
                      of Common Stock
                  
                  
                  260,101
                  
                  
                  
                  -Net
                      Cash Provided from Financing Activities
                  
                  
                  260,101
                  
                  
                  
                  403,000INCREASE
                    IN CASHEffect of exchange rate on cash
                  
                  
                  51
                  
                  
                  
                  179,011CASH
                      BEGINNING OF PERIOD
                  
                  
                  89
                  
                  
                  
                  687CASH
                      END OF PERIOD
                  
                  $
                  140
                  
                  
                  $
                  179,698







See
      accompanying notes to consolidated financial statements.




7





**ROYAL
      INVEST INTERNATIONAL CORP. AND SUBSIDIARY**





**(FORMERLY
      WAH KING INVEST CORP.)**





**NOTESTO
      FINANCIAL STATEMENTS**


**JUNE
      30, 2007**


**(UNAUDITED)**





**NOTE
      A     BASIS OF PRESENTATION**





The
      accompanying condensed financial statements have been prepared in accordance
      with generally accepted accounting principles for interim financial information.
      Accordingly, they do not include all of the information and footnotes required
      by generally accepted accounting principles for complete financial statements.
      In the opinion of management, all adjustments (consisting of normal recurring
      accruals) considered necessary in order to make the financial statements not
      misleading have been included.  Results for the three months and six
      months ended June 30, 2007 are not necessarily indicative of the results that
      may be expected for the year ending December 31, 2007.  For further
      information, refer to the financial statements and footnotes thereto included
      in
      the Royal Invest International Corp., formerly known as Wah King Invest Corp
      and
      then known as ICBS International Corp annual report on Form 10-KSB for the
      year
      ended December 31, 2006.





**NOTE
      B       GOING CONCERN**





As
      shown
      in the accompanying financial statements, the Company has incurred net losses
      of
      $463,291 for the six months ended June 30, 2007 and has a stockholders’ deficit
      of $582,798.  Management’s plans include the raising of capital
      through the equity markets to fund future operations, seeking additional
      acquisitions, and the generating of revenue through its business. Failure to
      raise adequate capital and generate adequate sales revenues and loans could
      result in the Company having to curtail or cease
      operations.  Additionally, even if the Company does raise sufficient
      capital to support its operating expenses and generate adequate revenues, there
      can be no assurances that the revenue will be sufficient to enable it to develop
      business to a level where it will generate profits and cash flows from
      operations. These matters raise substantial doubt about the Company’s ability to
      continue as a going concern.  However, the accompanying financial
      statements have been prepared on a going concern basis, which contemplates
      the
      realization of assets and satisfaction of liabilities in the normal course
      of
      business.  These financial statements do not include any adjustments
      relating to the recovery of the recorded assets or the classification of the
      liabilities that might be necessary should the Company be unable to continue
      as
      a going concern.





**NOTE
      C     FUNDS NOT ACCOUNTED FOR**





Due
      to a
      dispute with the Company’s European consultants, who received $431,066 in wired
      funds intended for the purchase of European properties, management was unable
      to
      determine how the funds were spent.  Accordingly, these amounts were
      written-off to consulting expense, $231,050 and $200,016 during the years ended
      December 31, 2006 and 2005, respectively, and are included in the
      accumulated deficit of $1,095,821 at March 31, 2007.





**NOTE
      D     CONVERTIBLE PROMISSORY
      NOTES**




During
      the period March 1, 2005 to July 31, 2005, the Company issued convertible
      promissory notes aggregating $589,000. The notes are unsecured and bear interest
      at a rate of 10% per annum. The principal and interest is due June 27,
      2006.  On November 16, 2005, a majority of holders of the outstanding
      notes opted to convert the principal and interest on their notes into common
      shares of the Company at $0.75 per share.  The Company converted
      $542,067 of notes plus interest into 849,176 shares of common
      stock.




During
      the period January 1, 2006 to March 31, 2006, the Company issued additional
      convertible promissory notes aggregating $220,000.  The notes are
      unsecured and bear interest at a rate of 10% per quarter.  The
      principal and interest is due 90 days after the issuance of the notes, but
      automatically renews and continues to accrue interest.




All
      outstanding notes are currently in default.




In
      May
      2006 the Company repaid $30,000 of the principal on remaining outstanding
      notes.




8




**ROYAL
      INVEST INTERNATIONAL CORP. AND SUBSIDIARY**





**(FORMERLY
      WAH KING INVEST CORP.)**





**NOTES
      TO FINANCIAL STATEMENTS**


**JUNE
      30, 2007**


**(UNAUDITED)**







**NOTE
      E         COMMITTMENTS AND
      CONTINGENCIES**




On February
        16, 2007 the Company signed a Contract with Mr. Nielkanth Balewpersad
        Tewarie as Seller, and Mr. Franciscus Adrianus Maria Faijdherbe as
        Guarantor to purchase a 2,680 square meters (approx. 28,817 square feet)
        commercial office building known as Sloterweg 22 in Badhoevedorp, the
        Netherlands for €3,475,000 (US $4,726,000) in cash.  The property
        which has a yearly rental income of €311,548.  In addition the Company
        will pay real estate transfer tax of €208,500 and approximately €35,000 in
        notary transfer expenses.  To date the Company has paid on July 4,
        2007 €50,000 in deposit.  The transaction is subject to bank financing
        in the amount of €2,867,000 in bank financing from the Bank of Scotland
        which the Company has applied for and is awaiting a decision and the balance
        from investors who are in place as soon as the bank financing takes
        place.


On May
      25, 2007 the Company signed a Contract with Machine Transport Midden
      Nederland BV; FVG BV; Emile-Staete BV; Rico Staete BV, and E.C.M. Hoff
      Holding BV to purchase seven commercial properties in the Netherlands and
      Germany with approx. 42,744 square meters (approx. 459,613 square
      feet) for €37,666,000 (US $51,225,760) in cash and stock.  The
      properties which have a yearly rental income of €2,875,589 (US
      $3,910,801).  In addition the Sellers will pay any real estate
      transfer tax and Company will pay approximately €75,000 in notary transfer
      expenses.  The transaction is subject to bank financing in the amount
      of €31,074,450 from the Bank of Scotland which the Registrant has applied for
      and is awaiting a decision and shares of the Registrant valued at $0.10 per
      share for a total of 104,780,880, signing a note with the Sellers for €1,038,969
      (US $1,412,998), refinancing of €3,560,000 (US $4,841,600) and 1,000
      newly issued preferred shares to ECM.  The preferred shares have a
      right to appoint one member to the Board of Directors and the right to request
      the Board of Directors to call for a shareholders’ meeting.   The
      acquisition of Rico Staete BV occured on July 21, 2007.


On May
        25, 2007 the Company entered into a Management Services Agreement with
        Statenconsult B.V. in which David Havenaar, the Managing Director of the
        Company’s subsidiary Royal Invest Europe B.V. is the Managing
        Director.  Under said Management Service Agreement, the Company agreed
        to pay to Statenconsult approximately €10,000 (approx. US $13,400) per
        month for an indefinite period subject to one month written notice by either
        party to provide management of Royal Invest Europe BV, the operating subsidiary
        of the Company.
 
 On May
        25, 2007 the Company entered into a Legal Service Agreement with SEC ATTORNEYS
        LLC in which Jerry Gruenbaum, the CEO of the Company is the Managing
        Member.  Under said Legal Service Agreement, the Company agreed to pay
        SEC ATTORNEYS LLC €12,000 (US $16,320) per month for one year and thereafter for
        an indefinite period subject to one month written notice by either party
        to
        provide legal service to the Company and to provide a CEO and CFO for the
        Company.
 On May
          25, 2007 the Company entered into a Term Sheet Agreement with the Bank
          of
          Scotland for funding to assist with the acquisition of a mixed property
          investment portfolio.  Under said Term Sheet the bank agrees to
          provide €100,000,000 (US $136,000,000) financing, with the first drawdown of
€51,150,000 (US $69,564,000) based on an expected LTV of targeted portfolio
          of
€62,000,000 (US $84,320,000). The
          Agreement provides for an abort fee of 10bps (€100,000 (US $134,000) by the
          Company if it chooses an alternative funder after the Bank of Scotland
          credit
          approval has been granted. The
          Company as of this date is waiting for approval decision from the
          bank.
 
 On May
        25, 2007 the Company entered into a Consulting Agreement with ECM in which
        David
        Havenaar, the Managing Director of the Company’s subsidiary Royal Invest Europe
        B.V. is a shareholder to secure financing for the Company to fund its planned
        acquisitions.  ECM is to be paid a 2% finders fee for securing funding
        from a bank, and 8% finder’s fee for securing funding from investors for the
        Company.
 On March
        13, 2007 which was revised on July 12, 2007, the Company signed a
        Contract with Muermans Vastgoed 46 B.V. to purchase an 18,338 square
        meters (approx. 197,183 square feet) commercial office building known as
        Schepersmaat 4, 9405 TA in Assen, the Netherlands for €24,311,000 (US
        $33,062,960) in cash and newly issued stock.  The property which has a
        yearly rental income of €2,000,000 (US $2,680,000) which is guaranteed by the
        Seller for two years.  In addition the Sellers will pay any real
        estate transfer tax and the Company will pay approximately €60,000 in notary
        transfer expenses.  The transaction is subject to bank financing in
        the amount of €19,000,000 (US $25,460,000) from the Bank of Scotland which the
        Company has applied for and is awaiting a decision and the balance of the
        purchase price payable with the Company’s shares valued at $0.2078 per share for
        a total of 20,000,000 newly issued shares.


9
 **ROYAL
          INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
          WAH KING INVEST CORP.)**
 
 **NOTES
          TO FINANCIAL STATEMENTS**
 JUNE
          30,
          2007
 (UNAUDITED)
   NOTE
        E         COMMITTMENTS AND
        CONTINGENCIES (CONTINUED)


In
          addition per the above Contract with Muermans Vastgoed 46
          B.V. ,  on June 5, 2007, the Company sold Five Million
          (5,000,000) shares of the Company’s common stock for Five Hundred Thousand
          Dollars ($500,000) to Mr. Harry Muermans.  As a result of the above
          transaction, Mr. Muermans has become the Company’s largest shareholder, owning
          greater than 50% of the issued and outstanding shares of the Company.  At
          June 30th, $239,899 is considered a stock subscription receivable which
          was paid
          on July 5, 2007





On June
      14, 2007 the Company signed a Contract with Stedekroon B.V. to acquire
      two commercial properties, one is a 8,713 square meters (approx. 93,688
      square feet) office building in Amersfoort, the Netherlands which has an annual
      rental income of €417,590 (US$559,571) with Norit N.V. a subsidiary of a
      publicly traded tenant that has a lease contract until December 20, 2016 and
      the
      other, is a 4,402 square meters (approx. 47,333 square feet) office
      building with a shopping strip in Emmen, the Netherlands which has an annual
      rental income from four tenants, including from the national government of
      the
      Netherlands which pays €438,634 (US $587,770) and the other tenants pay a total
      of €93,510 (US $125,303), €22,231 (US $29,790) and €30,945 (US $41,633) for a
      total of €585,320 (US $784,329), for a combined rental income of €1,003,270 (US
      $1,364,447).  The properties are being purchased for €13,750,000 (US
      $18,425,000) for cash.  The Contract is subject to Board of Directors
      approval which is awaiting appraisal report.  In addition the Company
      will pay any real estate transfer tax and notary transfer expenses.




On
        or
        about June 19, 2007 the Company signed a Contract with Bloemers
        Onroerend Goed B.V. to purchase a commercial warehouses and office building
        known as J.C.Beetslaan 153 at 2131 AL Hoofddorp, the Netherlands for €6,500,000
        (US $8,840,000) in cash.  The Contract is subject to Board of
        Directors approval which is awaiting appraisal report.  In addition
        the Company will pay any real estate transfer tax and notary transfer
        expenses.




NOTE F         SUBSEQUENT
      EVENTS


On July 23, 2007, the Company issued 987,934 shares of the Company's common
      stock each to Jerry Gruenbaum and Nathan Lapkin as compensation for services
      rendered to date valued at $0.12 per share for a total of 1,975,868 shares
      valued at $118,552 each.




On
      July 25, 2007, the Company signed
      a Contract to purchase Alfang B.V. which which
      owns a series of mortgaged commercial properties in the Netherlands for
€3,825,000 (US $5,202,000) of which € 2,500,000 in cash and € 1,325,000 to be
      paid in newly issued stock at $1.20 per


share.  The properties have a yearly rental income of €
1,345,162.  The Contract is subject to Board of Directors approval
      which is awaiting appraisal report.  In addition the Company will pay
      any real estate transfer tax and notary transfer expenses. On
            July
            19, 2007, the Company acquired 130 shares, representing 92.857% of the
            issued
            and outstanding shares of Rico Staete B.V. (“Rico Staete”) for a note payable in
            the amount of $1,412,998.  Rico Staete owns commercial rental property
            in Emmerich, Germany.  The note bears interest at the rate of six
            percent (6%) per annum and is due on November 1, 2007.  The interest
            rate can be adjusted by the seller after the due date.  The loan is
            collateralized by the shares of Rico Staete acquired by the
            Company.
 
 On
            September 7, 2007, the Company entered into a binding Memorandum of Agreement
            to
            acquire all of the issued and outstanding shares of Glacier Gazdasagi
            Tanacsado
            es Szolgaltato Korlatolt Felelossegu Tarsagag (“Glacier”) for approximately
            $20,400,000 excluding transfer costs which are to be paid by the
            Company.  The purchase price is to be paid as follows: cash in the
            amount of $16,320,000 and a note payable and shares of the Company’s common
            stock in the amount of $4,080,000.  The amount of common stock issued
            in the purchase is limited to $2,040,000 and will be based on $1.25 per
            share.  Glacier owns five (5) commercial rental properties in
            Budapest, Hungary.


10


**ITEM
      2.         MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OERATION.**





Cautionary
      Statement Pursuant to Safe Harbor Provisions of the Private Securities
      Litigation Reform Act of 1995:





This
      Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2007
      contains "forward-looking" statements within the meaning of the Federal
      securities laws.  These forward-looking statements include, among
      others, statements concerning the Company's expectations regarding sales trends,
      gross and net operating margin trends, political and economic matters, the
      availability of equity capital to fund the Company's capital requirements,
      and
      other statements of expectations, beliefs, future plans and strategies,
      anticipated events or trends, and similar expressions concerning matters that
      are not historical facts.  The forward-looking statements in this
      Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2007
      are
      subject to risks and uncertainties that could cause actual results to differ
      materially from those results expressed in or implied by the statements
      contained herein.





The
      interim
      financial statements have been prepared by Royal Invest International Corp.
      and in the opinion of management, reflect all material adjustments which are
      necessary to a fair statement of results for the interim periods presented,
      including normal recurring adjustments.  Certain information and
      footnote disclosures made in the most recent annual financial statements
      included in the Company's Form 10-KSB for the year ended December 31, 2006,
      have
      been condensed or omitted for the interim statements.  It is the
      Company's opinion that, when the interim statements are read in conjunction
      with
      the December 31, 2006 financial statements, the disclosures are adequate to
      make
      the information presented not misleading.  The results of operations
      for the three months and six months ended June 30, 2007 are not necessarily
      indicative of the operating results for the full fiscal year.





**(A)       THE
      COMPANY**





The
        Company
        was incorporated in the State of Delaware as part of a reorganization on
        May 2,
        2005.  In January 2007 the Company changed its name to Royal Invest
        International Corp. (“Royal Invest”) and trades on the OTC under the stock
        symbol “RIIC”.  The Company was originally organized on October 30,
        1980, under the laws of the State of Florida as C.N.W. Corp.  The
        Company did not have any activity before 1998 and, accordingly, commencement
        of
        its development stage is considered to be at the beginning of
        1998.  On July 21, 1998, the Company increased its capitalization from
        1,000 common shares to 50,000,000 common shares. The par value was changed
        from
        $1 to $0.001.  On July 21, 1998, the Company changed its name to C.N.W
        of Orlando Inc., and on December 28, 1998 it changed its name to GlobalNetCare,
        Inc.  The company's direction and sole activities were to operate in
        Canada a medical Website.  The medical Website never totally
        developed.
  On
        September
        12, 2000, the Company acquired all the issued and outstanding shares of Cor-Bit
        Peripherals Inc. and BusinessWay Computer Centers Inc.  On January 31,
        2001 GlobalNetCare changed its name to BusinessWay International
        Corporation.  By 2004 the company had no operating
        businesses.
  On
        December
        6, 2004 the Company changed its name to ICBS International Corp., reversed
        split
        all the Company’s issued shares on a five for one basis, and acquired Inter
        Canadian Business Services Ltd. also known as Service D’affaires Inter Canadian
        Ltee of Westmont, Quebec, Canada including its subsidiary Puritan Securities,
        Inc. of New York, New York, an SEC registered broker-dealer and a member
        of the
        NASD for 86,173,987 newly issued shares subject to voting restrictions and
        performance conditions.  On February 14, 2005 the acquisition of Inter
        Canadian Business Services Ltd. was cancelled, and the Company acquires back
        Puritan Securities, Inc. of New York, New York for 17,909,507 newly issued
        shares.  These shares were not subject to any voting restrictions or
        performance conditions.  In addition all outstanding Class A Special
        Voting Shares were converted to common and the series was
        eliminated.
  On
        May 9,
        2005 the Company was acquired and merged into Wah King Invest Corp., a Delaware
        corporation in a corporate reorganization.  In addition, the Company
        reversed split all its issued shares on a ten for one basis.
  On
        November
        15, 2005 a majority of the shareholders of record by special meeting of the
        shareholders approved the sale of the Company’s subsidiary Puritan Securities,
        Inc. to Blue Ribbon International Corp., an OTC publicly traded company that
        thereafter changed its name to Puritan Financial Group, Inc. (hereinafter
        “Puritan Financial”) for 37,500,000 preferred shares of Puritan Financial which
        were converted to 7,500,000 common shares of Puritan Financial after a 5
        to 1
        reverse.  On November 15, 2005 the Company issued the Puritan
        Financial shares as a stock dividend to its shareholders of record on November
        21, 2005.
  11
  On
        January
        26, 2007 the Company focus changed.  On that date the Company changed
        its European consultants and began negotiations for the acquisition of
        properties and building facilities in The Netherlands and Germany.  As
        a consequence of the change, the Company changed its name to its current
        name
        Royal Invest International Corp.
  Unless
        the
        context indicates otherwise, the terms “Company,” “Corporate”, “Royal Invest,”
and “we” refer to Royal Invest International Corp. and its subsidiary. Our
        executive offices are located at 1350 Avenue of the Americas, 24th Floor,
        New York,
        NY 10019-4702.
 
 **(B)       BUSINESS
        DEVELOPMENT**
 
 History
        and Description:
  The
        Company
        was incorporated in the State of Delaware as part of a reorganization on
        May 2,
        2005.  In January 2007 the Company changed its name to Royal Invest
        International Corp. (“Royal Invest”) and trades on the OTC under the stock
        symbol “RIIC”.  The Company was originally organized on October 30,
        1980, under the laws of the State of Florida as C.N.W. Corp. On February
        1,
        1981, the Company issued 1,000 shares of its $1 par value common stock for
        services of $1,000. The Company did not have any activity before 1998 and,
        accordingly, commencement of its development stage is considered to be at
        the
        beginning of 1998.  On July 21, 1998, the Company increased its
        capitalization from 1,000 common shares to 50,000,000 common
        shares.  The par value was changed from $1 to $0.001.  On
        July 21, 1998, the Company changed its name to C.N.W of Orlando Inc., and
        on
        December 28, 1998 it changed its name to GlobalNetCare, Inc.  The
        company's direction and sole activities were to operate in Canada with the
        creation of its wholly owned Canadian subsidiaries.  On February 3,
        1998, the Company incorporated its wholly owned subsidiary, 3423336 Canada
        Ltd.,
        a Canadian company, to develop a medical Website.  However, the
        anticipated plans and operations of the Company for its medical Website have
        not
        and will not be achieved or pursued further.  Due to its inability to
        generate sufficient revenues from these operations, the management had decided
        to pursue a different course and line of business.
  With
        the
        completion of the acquisition of Cor-Bit Peripherals Inc. and BusinessWay
        Computer Centers Inc. on September 12, 2000, the Company was no longer
        considered a development stage enterprise. The acquisition included the
        incorporation of another wholly owned subsidiary, 3739007 Canada Ltd., for
        the
        purpose of acquiring 100% control of all issued and outstanding shares of
        Cor-Bit Peripherals Inc. and BusinessWay Computer Centers Inc. Under this
        share
        Exchange Agreement, the Company acquired the shares of Cor-Bit Peripherals
        Inc.
        and BusinessWay Computer Center Inc. in exchange of 40,000,000 exchangeable
        Preferred Shares of 3739007 Canada Ltd., which were exchangeable for the
        same
        number of shares of the Company's common stock, and 37,923,891 Class A Special
        Voting Shares in the capital of the Company. The Special Voting Shares were
        issued to the principal owners of the acquired companies.  The
        principals of BusinessWay retained BusinessWay's franchise retail operations,
        as
        the retail operations of BusinessWay were not included under the terms of
        the
        Acquisition.  At the closing date of acquisition, a new Board of
        Directors was formed consisting of the principals of BusinessWay, Cor-Bit
        as
        well as one former director of the company were put into place to lead the
        company in its new business direction.
  On
        January
        31, 2001 GlobalNetCare changed its name to BusinessWay International
        Corporation.  The name change took effect at the opening for trading
        on the OTC Bulletin Board on Thursday, February 8, 2001 under the new stock
        symbol "BITL".  BusinessWay also increased its authorized capital from
        100,000,00 shares of $0.001 par value common stock and 40,000,000 Class A
        Special Voting shares, without par value, to 300,000,000 shares of $0.001
        par
        value common stock and 120,000,000 Class A Special Voting Shares, without
        par
        value.
  With
        the
        unforeseen downturn in the economy and computer industry as well as major
        price-cutting by competitors, the company was required to restructure and
        streamline certain operations.  The independent franchise of existing
        retail stores put a major strain and load on the operations of Cor-Bit and
        BusinessWay Group.  The relationship with the independent retailers
        deteriorated and management was faced with many restructuring and
        streamlining.  As a result, the company a new direction of
        "Corporately owned and operated retail stores". The techniques and application
        of the B2B system software was key in successfully implementing the new computer
        division strategy.
  12
 By
        2004 the
        company had no operating businesses.  On September 24, 2004, the
        Company entered into an Acquisition Agreement to purchase Inter Canadian
        Business Services, Ltd. A Canadian Corporation with its corporate headquarters
        located in Westmount, Quebec, Canada, which owned all the issued and outstanding
        shares of Puritan Securities, Inc., a New York Corporation located in New
        York,
        New York, an SEC registered broker-dealer and a member of the
        NASD.  The aggregate consideration for the acquisition was 86,173,987
        newly issued post five to one reverse common shares of the Company.
  Inter
        Canadian Business Services, Ltd. was a business consulting company located
        in
        Greater Montreal, Canada servicing companies throughout the world intending
        to
        do business in Canada that owned a U.S. licensed broker-dealer based in New
        York
        City, that specializes in servicing small to mid-sized companies that cover
        an
        extensive range of services from taking companies public in the United States,
        incorporation, back-office administration to capital raising in a variety
        of
        industry sectors. Inter Canadian Business Services, Ltd. has placed its emphasis
        on accounting, financial and administrative support for their
        clients.
  On
        September
        24, 2004, at a Special meeting of the Shareholders, the Company approved
        to
        change its name from BusinessWay International Corporation to ICBS International
        Corp; and that the shares to acquire Inter Canadian Business Services, Ltd.
        shall have no voting rights until the conditions as set forth in the Acquisition
        Agreement have been fully met.  The Acquisition Agreement called for a
        minimum of $500,000USD in cumulative profit, from January 1, 2005 to December
        31, 2005 or to have raised a minimum of $1,000,000USD of additional financing
        on
        or before December 31, 2005 for up to 12,000,000 additional common shares.
        In
        the event the said conditions were not met by December 31, 2005, these newly
        issued shares were cancelled.
  On
        December
        6, 2004 the Company changed its name to ICBS International Corp., changed
        its
        trading symbol to ICBO, reversed split all the Company’s issued shares on a five
        for one basis, and acquired Inter Canadian Business Services Ltd. of Westmont,
        Quebec, Canada including its subsidiary Puritan Securities, Inc. of New York,
        New York, an SEC registered broker-dealer and a member of the NASD for
        86,173,987 newly issued shares subject to voting restrictions and performance
        conditions.
  On
        February
        14, 2005, after ICBS International Corp. was unable to fulfill the performance
        condition, the acquisition of Inter Canadian Business Services Ltd. was
        cancelled and the 86,173,987 shares were returned to treasury.  On the
        same date, the Company acquires back Puritan Securities, Inc. of New York,
        New
        York for 17,909,507 newly issued shares.  These new shares were not
        subject to any voting restrictions or performance conditions.  In
        addition all outstanding Class A Special Voting Shares were converted to
        common
        and the series was eliminated.
  On
        May 9,
        2005 the Company was acquired and merged into Wah King Invest Corp., a Delaware
        corporation in a corporate reorganization.  In addition, the Company
        reversed split all its issued shares on a ten for one basis.
  On
        November
        15, 2005 a majority of the shareholders of record by special meeting of the
        shareholders approved the sale of the Company’s subsidiary Puritan Securities,
        Inc. to Blue Ribbon International Corp., an OTC publicly traded company that
        thereafter changed its name to Puritan Financial Group, Inc. (hereinafter
        “Puritan Financial”) for 37,500,000 preferred shares of Puritan Financial which
        were converted to 7,500,000 common shares of Puritan Financial after a 25
        to 1
        reverse.  On November 15, 2005 the Company issued the Puritan
        Financial shares as a stock dividend to its shareholders of record on November
        21, 2005.
  On
        January
        26, 2007 the Company focus changed.  On that date the Company changed
        its European consultants and began negotiations for the acquisition of
        properties and building facilities in The Netherlands and Germany.  As
        a consequence of the change, the Company changed its name to its current
        name
        Royal Invest International Corp.
 
 13
  **(C)       BUSINESS**
  On
        November
        15, 2005 the former subsidiary, Puritan Securities, Inc., was sold to Puritan
        Financial, and the Company issued the Puritan Financial shares as a stock
        dividend to its shareholders of record on November 21, 2005.  Prior,
        on February 12, 2005, the Company entered into an agreement with Puritan
        Securities, Inc. and issued 17,909,507 shares of its common stock to acquire
        it.  In connection with the merger, Puritan Securities, Inc. became a
        wholly owned subsidiary of the Company.  Prior to the merger and after
        the spin-out, the Company was a non-operating “shell” corporation.
  The
        Company
        on December 29, 2006, acquired two Dutch “shell” corporations which became
        wholly owned subsidiaries of the Company.  The shell corporations have
        no assets or liabilities.  The shell corporations will be utilized to
        acquire the investment properties and to account for the operation of the
        applicable properties.
  On
        January 26, 2007, the Company filed an amendment with the Secretary of State
        of
        the state of Delaware to change the name of the Company from Wah King Invest
        Corp. to Royal Invest International Corp.
  On February
            16, 2007 the Company signed a Contract with Mr. Nielkanth Balewpersad
            Tewarie as Seller, and Mr. Franciscus Adrianus Maria Faijdherbe as
            Guarantor to purchase a 2,680 square meters (approx. 28,817 square feet)
            commercial office building known as Sloterweg 22 in Badhoevedorp, the
            Netherlands for €3,475,000 (US $4,726,000) in cash.  The property
            which has a yearly rental income of €311,548.  In addition the Company
            will pay real estate transfer tax of €208,500 and approximately €35,000 in
            notary transfer expenses.  To date the Company has paid on July 4,
            2007 €50,000 in deposit.  The transaction is subject to bank financing
            in the amount of €2,867,000 in bank financing from the Bank of Scotland
            which the Company has applied for and is awaiting a decision and the
            balance
            from investors who are in place as soon as the bank financing takes
            place.
 On May
          25, 2007 the Company signed a Contract with Machine Transport Midden
          Nederland BV; FVG BV; Emile-Staete BV; Rico Staete BV, and E.C.M. Hoff
          Holding BV to purchase seven commercial properties in the Netherlands and
          Germany with approx. 42,744 square meters (approx. 459,613 square
          feet) for €37,666,000 (US $51,225,760) in cash and stock.  The
          properties which have a yearly rental income of €2,875,589 (US
          $3,910,801).  In addition the Sellers will pay any real estate
          transfer tax and Company will pay approximately €75,000 in notary transfer
          expenses.  The transaction is subject to bank financing in the amount
          of €31,074,450 from the Bank of Scotland which the Registrant has applied for
          and is awaiting a decision and shares of the Registrant valued at $0.10
          per
          share for a total of 104,780,880, signing a note with the Sellers for €1,038,969
          (US $1,412,998), refinancing of €3,560,000 (US $4,841,600) and 1,000
          newly issued preferred shares to ECM.  The preferred shares have a
          right to appoint one member to the Board of Directors and the right to
          request
          the Board of Directors to call for a shareholders’ meeting.
  On May
          25, 2007 the Company entered into a Management Services Agreement with
          Statenconsult B.V. in which David Havenaar, the Managing Director of the
          Company’s subsidiary Royal Invest Europe B.V. is the Managing
          Director.  Under said Management Service Agreement, the Company agreed
          to pay to Statenconsult approximately €10,000 (approx. US $13,400) per
          month for an indefinite period subject to one month written notice by either
          party to provide management of Royal Invest Europe BV, the operating subsidiary
          of the Company.
  On May
          25, 2007 the Company entered into a Legal Service Agreement with SEC ATTORNEYS
          LLC in which Jerry Gruenbaum, the CEO of the Company is the Managing
          Member.  Under said Legal Service Agreement, the Company agreed to pay
          SEC ATTORNEYS LLC €12,000 (US $16,320) per month for one year and thereafter for
          an indefinite period subject to one month written notice by either party
          to
          provide legal service to the Company and to provide a CEO and CFO for the
          Company.
  On May
          25, 2007 the Company entered into a Term Sheet Agreement with the Bank
          of
          Scotland for funding to assist with the acquisition of a mixed property
          investment portfolio.  Under said Term Sheet the bank agrees to
          provide €100,000,000 (US $136,000,000) financing, with the first drawdown of
€51,150,000 (US $69,564,000) based on an expected LTV of targeted portfolio
          of
€62,000,000 (US $84,320,000).The
          Agreement provides for an abort fee of 10bps (€100,000 (US $134,000) by the
          Company if it chooses an alternative funder after the Bank of Scotland
          credit
          approval has been granted.The
          Company as of this date is waiting for approval decision from the
          bank.
  On May
          25, 2007 the Company entered into a Consulting Agreement with ECM in which
          David
          Havenaar, the Managing Director of the Company’s subsidiary Royal Invest Europe
          B.V. is a shareholder to secure financing for the Company to fund its planned
          acquisitions.  ECM is to be paid a 2% finders fee for securing funding
          from a bank, and 8% finder’s fee for securing funding from investors for the
          Company.
  On March
          13, 2007 which was revised on July 12, 2007, the Company signed a
          Contract with Muermans Vastgoed 46 B.V. to purchase an 18,338 square
          meters (approx. 197,183 square feet) commercial office building known as
          Schepersmaat 4, 9405 TA in Assen, the Netherlands for €24,311,000 (US
          $33,062,960) in cash and newly issued stock.  The property which has a
          yearly rental income of €2,000,000 (US $2,680,000) which is guaranteed by the
          Seller for two years.  In addition the Sellers will pay any real
          estate transfer tax and the Company will pay approximately €60,000 in notary
          transfer expenses.  The transaction is subject to bank financing in
          the amount of €19,000,000 (US $25,460,000) from the Bank of Scotland which the
          Company has applied for and is awaiting a decision and the balance of the
          purchase price payable with the Company’s shares valued at $0.2078 per share for
          a total of 20,000,000 newly issued shares.
 14
 
 
 In
              addition per the above Contract with Muermans Vastgoed 46
              B.V. ,  on June 5, 2007, the Company sold Five Million
              (5,000,000) shares of the Company’s common stock for Five Hundred Thousand
              Dollars ($500,000) to Mr. Harry Muermans.  As a result of the above
              transaction, Mr. Muermans has become the Company’s largest shareholder, owning
              greater than 50% of the issued and outstanding shares of the
              Company.
  On June
              14, 2007 the Company signed a Contract with Stedekroon B.V. to acquire
              two commercial properties, one is a 8,713 square meters (approx. 93,688
              square feet) office building in Amersfoort, the Netherlands which has
              an annual
              rental income of €417,590 (US$559,571) with Norit N.V. a subsidiary of a
              publicly traded tenant that has a lease contract until December 20,
              2016 and the
              other, is a 4,402 square meters (approx. 47,333 square feet) office
              building with a shopping strip in Emmen, the Netherlands which has
              an annual
              rental income from four tenants, including from the national government
              of the
              Netherlands which pays €438,634 (US $587,770) and the other tenants pay a total
              of €93,510 (US $125,303), €22,231 (US $29,790) and €30,945 (US $41,633) for a
              total of €585,320 (US $784,329), for a combined rental income of €1,003,270 (US
              $1,364,447).  The properties are being purchased for €13,750,000 (US
              $18,425,000) for cash.  The Contract is subject to Board of Directors
              approval which is awaiting appraisal report.  In addition the Company
              will pay any real estate transfer tax and notary transfer expenses.
 On
              or
              about June 19, 2007 the Company signed a Contract with Bloemers
              Onroerend Goed B.V. to purchase a commercial warehouses and office
              building
              known as J.C.Beetslaan 153 at 2131 AL Hoofddorp, the Netherlands for
€6,500,000
              (US $8,840,000) in cash.  The Contract is subject to Board of
              Directors approval which is awaiting appraisal report.  In addition
              the Company will pay any real estate transfer tax and notary transfer
              expenses.
  On
              July 23, 2007, the Company issued 987,934 shares of the Company's common
              stock
              each to Jerry Gruenbaum and Nathan Lapkin as compensation for services
              rendered
              to date valued at $0.12 per share for a total of 1,975,868 shares valued
              at
              $118,552 each.
  On July 25, 2007, the Company signed a Contract to purchase Alfang
              B.V.
              which which
              owns a series of mortgaged commercial properties in the Netherlands
              for
€3,825,000 (US $5,202,000) of which € 2,500,000 in cash and € 1,325,000 to be
              paid in newly issued stock at $1.20 per share.  The
              properties have a yearly rental income of € 1,345,162.  The Contract
              is subject to Board of Directors approval which is awaiting appraisal
              report.  In addition the Company will pay any real estate transfer tax
              and notary transfer expenses.
 On
                    July
                    19, 2007, the Company acquired 130 shares, representing 92.857%
                    of the issued
                    and outstanding shares of Rico Staete B.V. (“Rico Staete”) for a note payable in
                    the amount of $1,412,998.  Rico Staete owns commercial rental property
                    in Emmerich, Germany.  The note bears interest at the rate of six
                    percent (6%) per annum and is due on November 1, 2007.  The interest
                    rate can be adjusted by the seller after the due date.  The loan is
                    collateralized by the shares of Rico Staete acquired by the
                    Company.
 
 On
                    September 7, 2007, the Company entered into a binding Memorandum
                    of Agreement to
                    acquire all of the issued and outstanding shares of Glacier Gazdasagi
                    Tanacsado
                    es Szolgaltato Korlatolt Felelossegu Tarsagag (“Glacier”) for approximately
                    $20,400,000 excluding transfer costs which are to be paid by
                    the
                    Company.  The purchase price is to be paid as follows: cash in the
                    amount of $16,320,000 and a note payable and shares of the Company’s common
                    stock in the amount of $4,080,000.  The amount of common stock issued
                    in the purchase is limited to $2,040,000 and will be based on
                    $1.25 per
                    share.  Glacier owns five (5) commercial rental properties in
                    Budapest, Hungary.
  **(D)      
        STRATEGY**
  Our
        business
        strategy is to acquire commercial real estate in Europe in very good locations
        and to transform them to Class A properties.  Sustainable growth of
        the Dutch and German commercial real estate market has bottomed out to a
        state
        of minor growth.  The main reason for this trend is the small and
        medium enterprises in the Netherlands and Germany are having great difficulties
        in finding suitable commercial real estate space to buy or lease.  The
        combination of online (virtual) and offline (physical) business has changed
        the
        way companies interact and collaborate with each other and their
        customers.  Shorter time to market cycles and lower margins are
        forcing companies to specialize in a specific field and outsource all
        non-specific business process and services.  The uniqueness of the
        Company’s concept is that we can cater for a growing demand for sector specific
        complimentary business services combined with suitable commercial real estate
–
also on a short lease basis.  The current competition is only offering
        bare square meters instead of square meters in combination with value added
        services and close proximity of peer companies.


**ITEM
      3.              CONTROLS
      AND PROCEDURES**




The
      Corporation maintains and is currently undertaking actions to improve disclosure
      controls and procedures designed to ensure that information required to be
      disclosed in reports filed under the Securities Exchange Act of 1934, as
      amended, is recorded, processed, summarized and reported within the specified
      time periods.  As of the end of the period covered by this report, the
      Corporation’s Chief Executive Officer and Chief Financial Officer evaluated the
      effectiveness of the Corporation’s disclosure controls and procedures. As
      indicated in Note C to the Financial Statements for fiscal year ended December
      31, 2006, Management was unable to account for funds sent to the European
      consultants which were intended for the purchase of properties in Europe.
      Because of this, Management has determined that there were material deficiencies
      in its controls and procedures over said funds. A "material weakness" is a
      reportable condition in which the design or operation of one or more of the
      specific control components have a defect or defects that could have a material
      adverse effect on our ability to record, process, summarize and report financial
      data in the financial statements in a timely manner. Such material weakness
      relates in this situation to management's failure to take adequate steps to
      insure a complete accounting of all funds sent to the Company's European
      consultants. While we believe we have adequate policies to cover disbursement
      of
      funds overseas, we believe implementation of these policies should be improved.
      The impact of the preceding condition was relevant to the years ended December
      31, 2005 and 2006.  In order to alleviate this weakness, management intends
      to re-evaluate its policies relating to the disbursement of funds overseas
      and
      to engage additional accounting personnel both in the U.S. and Europe to
      document the disbursement of all funds intended for investment.  There has
      been no change in the Company’s internal control over financial reporting that
      occurred during the quarter covered by this report that has materially affected,
      or is reasonably likely to materially affect, the Company’s internal control
      over financial reporting.


15





**PART
      II.OTHER INFORMATION**





**ITEM
      1.              
LEGAL PROCEEDINGS**





There
      is no
      past, pending or, to the Company's knowledge, threatened litigation or
      administrative action which has or is expected by the Company's management
      to
      have a material effect upon our Company's business, financial condition or
      operations, including any litigation or action involving our Company's officers,
      directors, or other key personnel.








**ITEM
      2.             
CHANGES IN SECURITIES AND USE OF PROCEEDS**




On
      June 5, 2007, the
      Company sold 5,000,000 shares of the Company's common stock for Five
      Hundred Thousand Dollars ($500,000) to Mr. Harry Muermans.  To date
      Mr. Muermans has paid $250,000; the remaining $250,000 is being treated as
      a
      subscription receivable.  As a result of the above transaction, Mr.
      Muermans has become the Company’s largest shareholder, owing greater than 50% of
      the issued and outstanding shares of the Company.




On
      July 23, 2007, the
      Company issued 987,934 shares of the Company's common stock each to Jerry
      Gruenbaum and Nathan Lapkin as compansation for services rendered to date valued
      at $0.10 per share for a total of 1,883,410 shares valued at $98,793
      each.




16




**ITEM
      3.               
DEFAULTS UPON SENIOR SECURITIES**





During the period March 1, 2005 to July 31, 2005, the Company issued convertible
      promissory notes aggregating $589,000. The notes were unsecured and bear
      interest at a rate of 10% per annum. The principal and interest was due June
      27,
      2006.  On November 16, 2005 a majority holders of the outstanding
      notes opted to convert the principal and interest on their notes into common
      shares of the Company at $0.75 per share.  The Company converted
      $542,067 of notes plus interest into 849,176 shares of common
      stock.




During the period January 1, 2006 to March 31, 2006, the Company issued
      additional convertible promissory notes aggregating $220,000.  The
      notes are unsecured and bear interest at a rate of 10% per
      quarter.  The principal and interest is due 90 days after the issuance
      of the notes, but automatically renews and continues to accrue
      interest.




In May 2006 the Company repaid $30,000 of the principal on remaining
      outstanding notes.




All
      outstanding notes are currently in default.





**ITEM
      4.                
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None




**ITEM
      5.                  
OTHER INFORMATION**





None







**ITEM
      6.                   EXHIBITS
      AND REPORTS ON FORM 8-K**





(a)            Exhibits:





Exhibit
      31.1                                Certification
      of Jerry Gruenbaum, Chairman & CEO


Exhibit
      31.2                                Certification
      of Nathan Lapkin, Director, President & CFO





Exhibit
      32.1                                Certification
      of Jerry Gruenbaum, Chairman & CEO


Exhibit
      32.2                                Certification
      of Nathan Lapkin, Director, President & CFO








(b)            Reports
      on Form 8-K:




The
      Company
      filed a Form 8-K on June 7, 2007 relating to Items 1.02, Item 5.03, Item 8.01and
      Item 9.01.  The Company stated that it had terminated the Acquisition
      Agreement with F.V.G. B.B. a Dutch Corporation signed on September 25, 2006,
      that in January 2007 it had changed its name to Royal Invest International
      Corp., and that it had changed its fiscal year from July 31 to December
      31. 17


**SIGNATURES**








In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





**ROYAL
                      INVEST INTERNATIONAL CORP.**(Registrant)Date:
                    September 18, 2007
                
                By:
                    /s/ JERRY GRUENBAUMJerry
                    GruenbaumChief
                    Executive Officer andChairman
                    of the Board(Duly
                    Authorized Officer)Date:
                    September 18, 2007
                
                By:
                    /s/ NATHAN LAPKINNathan
                    LapkinPresident
                    and ChiefFinancial
                    Officer and Director(Principal
                    Financialand
                    Accounting Officer)


18