10KSB/A
      3
      form10ksba-3.htm ROYAL SPRING WATER 10KSBA-2 8-31-2005





**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB/A**


**(AMENDMENT
      NO. 3)**




(Mark
      One)





x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      fiscal year ended: **August
      31, 2005**





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      transition period from ___________ to ___________





Commission
      file number: **000-31329**





**ROYAL
      SPRING WATER INC.**


**(FORMERLY
      EASY.COM, INC.)**


(Name
      of
      small business issuer in its charter)





**Nevada**
            **N/A**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)





**14553
      Delano Street Suite 217, Van-Nuys CA, 91411**


(Address
      of principal executive offices)





Issuer’s
      telephone number: (818) 902-3690





**14
      Pico Crescent, Thornhill, Ontario L4J 8P4**


(Former
      name or former address, if changed since the last report)





Securities
      registered under Section 12(b) of the Exchange Act: **None**





Securities
      registered under Section 12(g) of the Exchange Act: **Common
      Shares, $0.001 par value**





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





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







1


Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB/A or any
      amendment to this Form 10-KSB/A. o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x





State
      issuer’s revenues for its most recent fiscal year: $0





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days: $15,178, assuming a price per share
      of
      $0.001 as of November 16, 2006. For the purpose of this disclosure, shares
      of
      common stock held by directors, officers and stockholders whose ownership
      exceeds five percent of the common stock outstanding were excluded. Exclusion
      of
      shares held by any person should not be construed to indicate that such person
      possesses the power, direct or indirect, to direct or cause the direction of
      management or policies of the issuer, or that such person is controlled by
      or
      under common control of the issuer.





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. 30,072,000 as of November 16,
      2006.


2


**ROYAL
      SPRING** **WATER
      INC. (FORMERLY EASY.COM, INC.)**





**Form
      10-KSB/A**


**For
      the Fiscal Year Ended August 31, 2005**





PagePart
                IItem
                1.
            Description
                of Business
            4Item
                2.
            Description
                of Property
            10Item
                3.
            Legal
                Proceedings
            11Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            11Part
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder
                Matters
            12Item
                6.
            Management’s
                Discussion and Analysis or Plan of
                Operation
            12Item
                7.
            Financial
                Statements
            15Item
                8.
            Changes
                In and Disagreements with Accountants on Accounting
                and Financial Disclosure
            15Item
                8A.
            Controls
                and Procedures
            15Item
                8B.
            Other
                Information
            15Part
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons;
                Compliance with Section 16(a) of the Exchange Act
            16Item
                10.
            Executive
                Compensation
            18Item
                11.
            Security
                Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters
            18Item
                12.
            Certain
                Relationships and Related
                Transactions
            18Item
                13.
            Exhibits
            19Item
                14.
            Principal
                Accountant Fees and Services
            19SIGNATURES
            20




3
 *Table
          of Contents*


**PAR** **T
      I**





**Item
                1.**
            **Description
                of Business.**




**Overview**





Easy.com,
      Inc. (the "Company") was incorporated under the laws of the State of Nevada
      on
      May 9, 2000. On June 30, 2005, the Company acquired 100% of the common stock
      of
      Royal Spring Water Inc., a Nevada corporation.





Royal
      Spring Water Inc. (the "Company" or “RSW”) was established around April of 2005.
      In April 2006, the Company filed Articles of Merger in Nevada and legally
      combined the entities of Easy.com and Royal Spring Water Inc. They concurrently
      changed the name of the surviving entity to Royal Spring Water Inc. The Company
      was established to extract, process, and bottle Artesian Spring Well water
      of
      supreme quality. The Company’s plant is in Hereford Texas, which is also known
      as the “city without a tooth ache” due to its fluoride rich water; see the
      article at the following web address:





http://www.texasescapes.com/towns/herefordtexas/herefordtexas.htm




**Risk
      Factors**





Except
      for historical information contained herein, this document contains
      forward-looking statements. Such forward-looking statements involve risks and
      uncertainties and include, but are not limited to, statements regarding future
      events and the Registrant’s plans and expectations. The Registrant’s actual
      results may differ materially from such statements. Although the Registrant
      believes that the assumptions underlying the forward-looking statements herein
      are reasonable, any of the assumptions could prove inaccurate and, therefore,
      there can be no assurance that the results contemplated in such forward-looking
      statements will be realized. In addition, the business and operations of the
      Registrant are subject to substantial risks which increase the uncertainties
      inherent in the forward-looking statements included in this document. The
      inclusion of such forward-looking information should not be regarded as a
      representation by the Registrant or any other person that the future events,
      plans or expectations contemplated by the Registrant will be
      achieved.


4
 *Table
          of Contents*


There
      is
      a limited public market for our common stock. Persons who may own or intend
      to
      purchase shares of common stock in any market where the common stock may trade
      should consider the following risk factors, together with other information
      contained elsewhere in our reports, proxy statements and other available public
      information, as filed with the commission, prior to purchasing shares of our
      common stock:




From
      our
      inception through the date of these financial statements, we have realized
      no
      revenues and incurred significant organizational and operating expenses,
      therefore the company is a development stage enterprise. Consequently, our
      operations are subject to all risks inherent in the establishment of a new
      business enterprise. For the period from inception through August 31, 2005,
      we
      have accumulated losses of $209,904.





We
      are
      not profitable and suffer from cash flow difficulties and will have to raise
      additional capital to finance our operations. Relying on outside financing
      for
      our cash needs will have the effect of diluting the ownership share of our
      existing stockholders.





We
      have
      not commissioned or obtained marketing studies which support the likelihood
      of
      success of our business plan. No independent studies with regard to the
      feasibility of our proposed business plan have been conducted by any independent
      third parties with respect to our present and future business prospects and
      our
      capital requirements. In addition, there can be no assurances that our products
      will find sufficient acceptance in the marketplace to enable us to fulfill
      our
      long and short term goals, even if adequate financing is available and our
      products are approved to come to market, of which there can be no
      assurance.





The
      audited financial statements included as part of this annual report contain
      a
“going concern” opinion from our independent auditors. The report of our
      independent auditors issued in connection with our audited financial statements
      included in this Annual Report on Form 10-KSB/A for the year ended August 31,
      2005 includes a paragraph which generally provides that the financial statements
      accompanying such auditor's report were prepared assuming that we will continue
      as a going concern, that expresses that our historical operating losses and
      accumulated deficit raise substantial doubt about our ability to continue as
      a
      going concern. The financial statements do not include any adjustments relating
      to the recoverability of our recorded assets and classification of liabilities
      that might be necessary in the event that we cannot continue in existence.
      The
      independent auditor's report assumes that the establishment of our continued
      business operations are dependent upon receipt of significant additional outside
      financing and our ability to complete the development of our operating facility
      and commencement of operations, and that we will be able to obtain such outside
      financing on terms favorable to us or at all, or establish future profitable
      operations. If we do not succeed, then we may be forced to discontinue our
      operations and close our business.





Our
      ability to develop, market, license and/or sell products could be harmed if
      we
      are unable to retain or hire key personnel.


5
 *Table
          of Contents*


We
      face
      competition from companies that have significantly greater resources than ours.
      We will directly and indirectly compete with other businesses. In many cases,
      these competitors are larger and more firmly established than we are. In
      addition, many of such competitors have greater marketing and development
      budgets and greater capital resources than we have. Accordingly, there can
      be no
      assurance that we will be able to achieve and maintain a competitive position
      in
      our industry in the market that we compete in.





Our
      shares of common stock currently are listed for trading on the over-the-counter
      market on the NASD bulletin board, which is generally considered to be a less
      efficient market than markets such as NASDAQ or other national exchanges, and
      which may cause difficulty in conducting trades and difficulty in obtaining
      future financing. Further, our securities are subject to the "penny stock rules"
      adopted pursuant to Section 15 (g) of the Securities Exchange Act of 1934,
      as
      amended or the Exchange Act. The penny stock rules apply to companies, other
      than companies that trade on certain national securities exchanges or an
      automated quotation system that meet certain initial listing requirements (such
      as those currently applicable to NASDAQ listed companies) or whose common stock
      trades at less than $5.00 per share or which have tangible net worth of less
      than $5,000,000 ($2,000,000 if we have been operating for three or more years).
      Such rules require, among other things, that brokers who trade "penny stock"
      to
      persons other than "established customers" complete certain documentation,
      make
      suitability inquiries of investors and provide investors with certain
      information concerning trading in the security, including a risk disclosure
      document and quote information under certain circumstances. Many brokers have
      decided not to trade "penny stock" because of the requirements of the penny
      stock rules and, as a result, the number of broker-dealers willing to act as
      market makers in such securities is limited. In the event that we remain subject
      to the "penny stock rules" for any significant period, there may develop an
      adverse impact on the market, if any, for our securities. Because our securities
      are subject to the "penny stock rules," investors will find it more difficult
      to
      dispose of our securities. Further, for companies whose securities are traded
      in
      the Over-The-Counter Market, it is more difficult: (i) to obtain accurate
      quotations, (ii) to obtain coverage for significant news events because major
      wire services, such as the Dow Jones News Service, generally do not publish
      press releases about such companies, and (iii) for companies whose shares are
      traded in the Over-The-Counter Market to obtain needed capital.





We
      have
      paid no dividends on our common stock to date and there are no plans for paying
      dividends on our common stock in the foreseeable future. We intend to retain
      earnings, if any, to provide funds for the expansion of our
      business.




**The
      Industry**





The
      U.S.
      consumer interest in health can be credited for the growth of the bottled water
      industry. Increasingly, consumers are realizing the importance of pure water
      for
      their overall well being, energy level and appearance. The 1950's - 1970's
      saw a
      huge increase in soda and sugary drink consumption. Today, more and more people
      are looking to bottled water as their choice for natural refreshment. Consumer
      reports indicate that approximately 60% of the U.S. population today drinks
      bottled water. The bottled water and value added beverage business, now
      approaching $7.7 billion annually in North America, is predicted to double
      within the next three to four years in the water category alone. Market analysts
      predict that the bottled water market will continue this rapid growth well
      into
      the future. At the same time, the more healthful products, including value
      added
      water products, have established an impressive foothold in the buying of
      mainstream shoppers. This growing demand provides for primarily two types of
      sales for the Company; contract packing and branded products.





www.panda.org/livingwaters/pubs/bottled_water.pdf


6
 *Table
          of Contents*


The
      numbers tell the story:





Bottled
      water is the fastest growing segment of the entire beverage industry. In fact,
      in 2004:





·
            Bottled
                water became the number two beverage behind soft
                drinks


·
            Industry
                wholesale dollar sales, approached $9.2 billion in
                2004


·
            Total
                U.S. category volume surpassed 6.8 billion gallons, an 8.6% advance
                over
                2003’s volumehttp://www.beveragemarketing.com/news3e.htm


·
            The
                polyethylene terephthalate (PET) plastic bottle segment of the market
                drove the entire category growth by representing 42% of all bottle
                sales.




**The
      Market**





Reasons
      for choosing bottled water over other drink choices:





With
      little to no advertising, especially compared to other beverage types such
      as
      soft drinks and coffee, consumers are selecting bottled water as an alternative
      to other drink choices. Reports indicate the bottled water market is the fastest
      growing sector of the overall U.S. beverage market. Health and safety reasons
      drive consumers to purchase bottled water. Some people reach for it as a healthy
      substitute for caffeinated or alcoholic beverages. Others are wary of tap water
      and are suspicious of its health effects.





Although
      health and safety are foremost among water quality concerns, a significant
      reason for the increase in bottled water consumption is purely aesthetic.
      Many consumers object to the taste and smell of their tap water that is often
      times treated with chlorine and other agents used for sanitization.





Some
      people also believe that using purified water instead of tap water ensures
      higher quality and better tasting foods and beverages. Therefore, they use
      bottled water as part of their ingredients to cook or make tea, coffee and
      ice
      cubes.





Another
      reason for using bottled water is that it is convenient and easily accessible
      and transportable. Whether you’re working, playing, or traveling (by car, plane,
      or subway) bottled water is readily available and can easily be
      purchased.


7
 *Table
          of Contents*


**Competition**





When
      bottling water for other companies and retail stores (Ralph’s Market, Pathway,
      Albertson’s, Kirkland) as well as the actual bottle companies (Poland Springs,
      Crystal Geyser etc.) our main competitor will be other spring water and well
      water owners currently packing water for others. Many of these competitors
      have
      far greater capital resources than we have at this time and for the foreseeable
      future. However, we hope to have a competitive edge over these companies
      since our current premises lease, at a rate of $25,000 per month, includes
      water
      wells that will easily meet RSW production requirements. We also believe the
      quality of our water is superior to most of our competition. Compared to most
      other water production plants that have an average of 30% to 35% rate for
      filtering waste water, RSW will only need to have 5-10% filtered to produce
      the
      high quality of water desired. Additionally, RSW has a great taste to our water,
      as it comes from an Artesian well source. In addition, RSW is located in the
      heart of our country, Hereford, Texas, located 30 miles from Interstate 40,
      the
      main East/West trucking transportation route across the United States. The
      property that we occupy in Hereford includes a railroad spur which connects
      our
      loading docks to the main railroad station in Hereford which we believe will
      add
      an additional competitive edge in both price and quality.





**Products
      and Services**





RSW
      has
      Artesian well water that will be extracted from an underground source located
      in
      the Ogallala Aquifer of Texas. The Ogallala Aquifer has existed for over 10
      million years.





In
      the
      future, the Company plans to produce various flavored water. However, for the
      first year or so, we will concentrate on our main product of plain,
      non-carbonated bottled water. The basis for all the other beverage products
      we
      plan to produce in the future is water. We therefore deem it necessary to first
      concentrate on our bottled water operations before branching off into other
      types of alcoholic and non-alcoholic beverages.





**The
      Geography of Royal Spring Water Wells**





The
      Ogallala Aquifer (pronounced OH-GA-LA-LA) is one of the largest aquifer systems
      in the world, stretching across parts of eight states including South Dakota,
      Nebraska, Wyoming, Colorado, Kansas, Oklahoma, New Mexico and Texas and
      underlying about 174,000 square miles.





The
      Ogallala Aquifer can almost always be counted on to yield water to a well
      drilled into it. Some wells yield only a few gallons per minute, while others
      yield 1,000 gallons per minute or more. The Ogallala Aquifer is that portion
      of
      the Ogallala Formation that is saturated (i.e., filled with water).





The
      Ogallala Formation was deposited about 10 million years ago, during the geologic
      time periods of late Miocene and early Pliocene by eastwardly flowing braided
      streams, which originated in the Rocky Mountains. Coarse-grained sand, gravel,
      fine clay, silt, and sand were deposited over the pre-Ogallala land surface,
      which was much like the present-day area just east of the High Plains low,
      rolling hills, valleys, and streams.





These
      variations in the depth of the base of the formation cause variations in the
      amount of formation material filled with water, generally described as the
      saturated thickness. This is the area from the top of the water table down
      to
      the base of the formation. In some parts of Nebraska, the saturated thickness
      exceeds 1,000 feet, while it is less than 20 feet in some other areas of the
      Great Plains.


8
 *Table
          of Contents*


The
      amount of water in storage in the aquifer in each state is dependent on the
      actual extent of the formation's saturated thickness. In 1990, the Ogallala
      Aquifer in the eight-state area of the Great Plains contained 3.270 billion
      acre-feet of water, of which about 65% was located under Nebraska. Texas had
      about 12% of the water in storage, or approximately 417 million acre-feet of
      water. Kansas had 10% of the water. About 4% was located under Colorado, with
      3.5% located under Oklahoma. Another 2% was under South Dakota, and 2% was
      under
      Wyoming. The remaining 1.5% of the water was under New Mexico.





The
      surface area of each state covered by the Ogallala Formation varies in about
      the
      same proportion as the volume of water in storage. Nebraska, with 64,400 square
      miles and Texas with 36,080 square miles are the largest. New Mexico, Oklahoma,
      South Dakota, and Wyoming all have less than 10,000 square miles of surface
      area
      underlain by the Ogallala aquifer.





Changes
      in climatic conditions over geologic time resulted in changes in erosion
      patterns causing the Ogallala to be cut off from its original supply of water
      and formation materials. The southern portion of the formation in Texas and
      New
      Mexico is now a plateau, cut off on all sides.





The
      Ogallala Formation is heterogeneous, meaning that the amount, depth, and
      location of the sand, gravels, and clay vary throughout the
      formation.





The
      most
      distinctive layer of the formation is the caprock. This top layer is made up
      of
      caliche and may be as thick as 60 feet in some areas.





The
      water
      in the formation generally flows from northwest to southeast at a rate of about
      150 feet per year.





Before
      the development of irrigation, the discharge from the formation was a result
      of
      evaporation from water table playa basins and from streams, springs, and seeps,
      located mainly along the eastern boundary of the High Plains. Some of these
      still flow today.





Average
      annual rainfall varies across the region. In Lubbock, Texas, the average annual
      rainfall is 18 inches per year. The region is characterized by a semi-arid
      climate and persistent winds, which results in high evaporation rates. The
      average annual evaporation rate in Lubbock is about 80 inches per
      year.





Natural
      recharge for the land surface area outside the playa basins is possible and
      probably occurs in rare events when precipitation events occur while the top
      four or five feet of soil is wet to field capacity by irrigation or unusual
      precipitation. Also, water can move from the surface into the aquifer through
      micropores created by worms, animal burrows, and decayed plant
      roots.





Prospects
      for the future continue to be promising. The Texas portion of the Ogallala
      Aquifer contained approximately 450 million acre-feet of water in
      2000.





**Production
      Facility and Equipment**





The
      Company’s operating facilities includes a total of approximately 71,000 square
      feet of office, production, and warehouse space, of which 40,000 square feet
      will be allocated to water processing and packaging space made accessible by
      loading bays and a railroad extension. Approximately 30,000 square feet is
      available for storage of raw materials and finished goods. The Company believes
      the existing production facilities will be sufficient for it production needs
      for the foreseeable future.


9
 *Table
          of Contents*


**Licensing
      and Water Rights**





As
      discussed in Item 2 below, the particular land Royal Spring Water has leased,
      which includes an option to purchase, has all the water rights included.
      Although this will allow us to extract water from the land, it doesn’t
      automatically give us the right to distribute it. In order to distribute water
      worldwide and do business, certain licenses must first be acquired. Besides
      necessary licenses, one must pass certain specifications and requirements of
      the
      Food and Drug Administration (FDA). This includes a clean and immaculate
      warehouse, and the use of hygienic filtration, refrigeration, bottling and
      packing operation systems. We will assure that all our operations meet and
      surpass these government requirements.





**Employees**





Currently,
      there are seven full time employees. The Company expects to start operations
      in
      June 2006 and will therefore be hiring additional staff to run the corporate
      office as well as for its warehouse facility. It is estimated that an additional
      eight employees will be required at that time as demand for the products
      increase. With 15 employees, the plant will be operating at full
      capacity.





**Item
                2.**
            **Description
                of Property.**





The
      Company corporate office is located at 14553 Delano Street, Suite 217, Van
      Nuys
      California.





On
      August
      1, 2005 the Company entered into a lease for operating premises at 3500 Holly
      Sugar Rd. in Hereford, Texas. This lease includes 1,000 square feet of office
      space, a 70,000 square foot warehouse and production facility, six 25,000 gallon
      liquid juice tanks and related equipment and the water rights from Well #11
      and
      Well #12 (see below).





The
      lease
      calls for an initial rent of $15,000 per month for six months commencing
      November 1, 2005 to April 2006 (but use of the premises from August 1, 2005)
      payable in advance for six months on November 1, 2005. Thereafter for the next
      24 years the annual rent shall be $25,000 per month, adjusted annually based
      on
      the consumer price index.





In
      the
      first four years the Company has an option to purchase the facilities at an
      amount calculated as set out in the terms of the lease (see exhibit 10) which
      is
      estimated to be $4,590,964.





There
      is
      a total of 71,000 square feet currently constructed on Royal Spring Water’s
      property, of which 40,000 square feet will be allocated to water processing
      and
      packaging space made accessible by loading bays and a railroad extension.
      Another 30,000 square feet will be allocated to the storage of raw materials
      and
      finished goods and an additional 1,000 for office space. In addition, Royal
      Spring Water has six 25,000 gallon water tanks, four water waste ponds, and
      a
      five and a half-mile railroad spur leading directly from the main railroad
      station in Hereford to our loading dock. Also on our property is the Engine
      needed to pull and push the train cars for our shipping needs which will enable
      us to keep our shipping cost very low. Under our current contracts we are
      allowed to pump 400,000 gallons of water per day, which translates to 2,909,090
      bottles of water 500ml (16.9 oz.) per day.


10
 *Table
          of Contents*


**Item
                3.**
            **Legal
                Proceedings.**




Royal
      Spring Water Inc. is involved in litigation with a former employee. The Company
      has filed a Cross-Complaint against this former employee, which we believe
      has
      merit and will result in either a recovery for Royal Spring Water or an offset
      in excess of any claim by the former employee.





Management
      and legal counsel for the Company are of the opinion that the employee’s claim
      is without merit. Accordingly, the financial statements do not include any
      adjustments to reflect the possible outcome of this claim. This matter is
      currently not being contested in any court of law.





**Item4.**
            **Submission
                of Matters to a Vote of Security
                Holders.**




The
      sole
      shareholder of the registrant agreed to enter and consummate the acquisition
      of
      100% of Royal Spring Water Inc.





In
      September 2004 the sole shareholder agreed to split the issued stock by
      exchanging three shares for every one share held.


11
 *Table
          of Contents*


**PART** **II**





**Item
                5.**
            **Market
                for Common Equity and Related Stockholder
                Matters.**




**Market
      Information**





The
      Company's common shares, par value $0.001 (the "Shares") are currently listed
      for trading on the over-the-counter market (Pink Sheets) under the symbol
      RSPG.PK and trades by way of unsolicited quotes.





**Stockholders**





As
      of
      November 16, 2006, there were 49 shareholders of record. We currently have
      no
      outstanding options or warrants or similar potentially dilutive securities
      for
      the purchase of our common stock and have no securities outstanding which are
      convertible into common stock. We have not yet adopted or developed any plans
      to
      adopt any stock option, stock purchase or similar plan for our
      employees.





**Dividends**





The
      Registrant has not paid or declared any dividends upon its common shares since
      its inception and, by reason of its present financial status and its
      contemplated financial requirements, does not intend to pay or declare any
      dividends upon its common shares within the foreseeable future.





**Item
                6.**
            **Management’s
                Discussion and Analysis or Plan of
                Operation.**




The
      following discussion and analysis should be read in conjunction with our
      Consolidated Financial Statements and notes appearing elsewhere in this
      report.





**Plan
      of Operation**





Product
      Mix:





Private
      labeling - Bottle water production for other companies who desire to increase
      their bottled water manufacturing capacity. For these companies, it is more
      cost
      effective for them to have RSW provide the water product than to develop and
      open a new or expand existing water bottling facilities. These customers will
      provide RSW with the bottles or the molds for the bottles as well as the labels,
      and RSW will fill the water, label and ship the products to the customer.





Bottled
      water of its own brand - Besides bottling water for major stores, businesses
      and
      bottled water companies, we will be bottling water using our own label “Royal
      Spring Water”. We will be targeting our product (single serve plastic bottles of
      500ml, 1liter, 1.5liters, 1gallon) directly to the smaller end user -
      convenience stores, fast food establishments, gas stations, major clubs and
      popular restaurants, among others.




Rectifying
      alcoholic beverages - This product is the mixture of 100% proof alcohol and
      water to create the final alcohol product. Overseas alcoholic beverage
      manufactures prefer to rectify alcoholic beverages in the U.S., as it is much
      cheaper. Once alcohol is rectified/mixed, the finished product contains four
      times the liquid volume as the unprocessed raw material. As pure alcohol
      transports in 25,000 gallons per container and glass price is reasonably
      consistent on a global basis, by using our services, the manufacturer of
      alcoholic beverages will save on both the cost of shipping the alcohol (1/4
      the
      liquid volume and weight), as well as saving on the cost of shipping the glass
      bottles. The alcoholic beverage manufacturers will provide the bottles, labels,
      alcohol and formula and RSW will provide the water for the rectifying, bottling
      and packing. All transportation will be paid by the alcoholic beverage
      companies.





In
      order
      to obtain high quality products and assure customer satisfaction, we will be
      using modern manufacturing technologies machinery. For nearly three years now,
      we have spent much of our time, money and efforts into researching the water
      industry in the U.S. As a result, we have acquired broad knowledge about
      procedures, licenses, machinery, and land. During this time we have also built
      strong relationships with key individuals within the government and private
      sectors related to the water industry.




Employees:





Currently,
      there are seven full time employees. The Company expects to start operations
      in
      June 2006 and will therefore be hiring additional staff to run the corporate
      office as well as for its warehouse facility. It is estimated that an additional
      eight employees will be required at that time as demand for the products
      increase. With 15 employees, the plant will be operating at full
      capacity.


12
 *Table
          of Contents*


**Sales
      and Marketing Plan**





Target
      Market:





We
      will
      first start off our business by bottling water for major stores (Ralph’s,
      Albertson’s etc.) and major bottled water companies across the
      country.





We
      also
      have contacts in the US Army Ordinance. If we are able to obtain the U.S.
      government as a customer this would represent a major sector within the market.
      When the U.S. Army is on a mission abroad and is no longer on American soil,
      it
      strictly uses water (drinking, cooking, bathing, etc.) provided by the United
      States, for safety reasons.





Besides
      bottling water for major stores and major bottle water companies, we will be
      bottling water using our own label, “Royal Spring Water”. At first, we will be
      targeting our product (single serve plastic bottles of 355 ml, 500ml, 1 liter,
      1.5 liters and 1 gallon) directly to the end user. Therefore, the first step
      would be to contact major supermarkets, convenience stores, fast food
      establishments, gas stations, major clubs and popular restaurants. A sales
      team
      comprised of Company representatives will be put in charge to first work on
      securing new deals and contracts with stores, restaurants and clubs using
      various promotional tools such as pamphlets, price lists, and samples of our
      bottled water. Sponsorship is another great marketing tool that we will utilize
      in order to acquire exposure and gain recognition. We will be sponsoring
      concerts, golf tournaments, and dance clubs, for instance. We believe that
      by
      providing free samples of our bottled water to various groups and venues, we
      will be able to effectively spread our name and popularity and obtain market
      penetration.





We
      will
      also be targeting all major hotel and casino gaming companies in order to
      provide them with their private labeled bottled water and customized labels
      (specific hotel-casino names, logos and images). We have contacts in some of
      the
      major hotel-casinos in Las Vegas who have already expressed an interest in
      purchasing water from our company when it becomes available. We believe these
      potential customers are interested in our product for two main reasons - a
      better price and better quality water. The hotels and major casinos out-source
      100% of their consumable bottled water.





**Liquidity
      and Capital Resources**





The
      Company has raised cash from the shareholders of Royal Spring Water Inc. and
      intends to raise additional funds by way of private placements and funding
      from
      outside sources. Although the Company has no firm commitments from investors
      or
      lenders at this time, the Company believes it will be able to raise sufficient
      capital to complete assembly of its production facilities and commence
      production and distribution of its products. There can be no assurance that
      the
      Company will be able to secure additional financing or that the amount of any
      additional financing will be sufficient to accomplish its business objectives
      or
      to pay ongoing operating expenses.


13
 *Table
          of Contents*


**Future
      Funding Requirements and Going Concern**





While
      we
      have raised the capital necessary to meet our working capital and financing
      needs in the past, additional financing is required in order to meet our current
      and projected cash flow needs during our development stage. Within the next
      year, funds will be needed to meet the requirements of our initial
      operations.




During
      the current fiscal year (2006), we have raised capital through advances made
      by
      the shareholders of the Company in the amount of approximately $1,000,000.
      These
      funds are being used to meet working capital requirements, acquire bottling
      equipment and further develop the plant. In addition the Company is currently
      in
      negotiations with a private investment fund to raise additional capital as
      needed.





The
      majority of the infrastructure necessary for the operation of the plant was
      already in place upon commencement of the lease. The further capital necessary
      to complete the development of the plant and acquisition of bottling equipment,
      leading up to operations to commence in June 2006, was funded through the
      shareholder advances described above.





If
      during
      that period or thereafter, we are not successful in generating sufficient
      liquidity from operations or in raising sufficient capital resources on terms
      acceptable to us, this could have a material adverse effect on our business,
      results of operations, liquidity and financial condition.





Our
      independent certified public accountants have stated in their report included
      herein that we have incurred operating losses since our inception, and that
      we
      are dependent upon management’s ability to develop profitable operations. These
      factors among others raise substantial doubt about our ability to continue
      as a
      going concern.





**Off-Balance
      Sheet Arrangements**





We
      have
      not had, and at August 31, 2005, do not have, any off-balance sheet arrangements
      that have or are reasonably likely to have a current or future effect on our
      financial condition, changes in financial condition, revenues or expenses,
      results of operations, liquidity, capital expenditures or capital resources
      that
      is material to investors.





**Critical
      Accounting Policies**





The
      preparation of our consolidated financial statements in conformity with
      accounting principles generally accepted in the United States requires us to
      make estimates and judgments that affect our reported assets, liabilities,
      revenues, and expenses, and the disclosure of contingent assets and liabilities.
      We base our estimates and judgments on historical experience and on various
      other assumptions we believe to be reasonable under the circumstances. Future
      events, however, may differ markedly from our current expectations and
      assumptions. While there are a number of significant accounting policies
      affecting our consolidated financial statements; we believe the following
      critical accounting policies involve the most complex, difficult and subjective
      estimates and judgments:





Pervasiveness
      of Estimates:





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates. Significant estimates were
      used in determining the present value of our capital lease obligation and the
      allocation of that total cost to the various assets included in the
      lease.




Development
      Stage Enterprise:





The
      Company has not earned any revenues from limited principal operations and
      accordingly, the Company's activities have been accounted for as those of a
      "Development Stage Enterprise" as set forth in Statement of Financial Accounting
      Standards (“SFAS”) No. 7, *Accounting
      and Reporting by Development Stage Enterprises* (“SFAS
      No. 7 “). Among the disclosures required by SFAS No. 7 are that the Company's
      financial statements be identified as those of a development stage company,
      and
      that the statements of operation, stockholders' deficit and cash flows disclose
      activity since the date of the Company's inception.


14
 *Table
          of Contents*


**Item
                7****.**
            **Financial
                Statements.**





See
      Financial Statements starting on page F-1 for this information.





**Item
                8.**
            **Changes
                In and Disagreements with Accountants on Accounting and Financial
                Disclosure.**




On
      March
      14, 2005 Michael Johnson & Co. LLC. was terminated as the Company’s
      independent auditor. Since its engagement on November 11 2004 to its termination
      on March 14, 2005, Michael Johnson & Co. LLC. had acted as the Registrant’s
      independent registered public accounting firm. The reports of independent
      registered public accounting firm Michael Johnson & Co. LLC. on the
      financial statements of the Registrant and its subsidiaries for the years ended
      August 31, 2004 and August 31, 2003 did not contain an adverse opinion or a
      disclaimer of opinion, nor were such reports qualified or modified as to
      uncertainty, audit scope, or accounting principles. However, such reports
      contained an explanatory paragraph regarding the substantial doubt on the
      Company’s ability to continue as a going concern relating to the reports for the
      years presented. The termination of Michael Johnson & Co. LLC. was accepted
      by our board of directors.





During
      the years ended August 31, 2004 and August 31, 2003 and subsequent period
      through to March 2005, there were no disagreements with Michael Johnson &
Co. LLC. on any matter of accounting principles or practices, financial
      statement disclosure, or auditing scope or procedure, which, if not resolved
      to
      the satisfaction of Michael Johnson & Co. LLC., would have caused it to make
      reference to the subject matter of the disagreement in connection with its
      report; nor has Michael Johnson & Co. LLC. ever presented a written report,
      or otherwise communicated in writing to the Registrant or its board of directors
      the existence of any “reportable event or default” as defined in (iv) of
      Regulation S-B Item 304 (a)(1).





Michael
      Johnson & Co. LLC. has provided the Registrant with a letter addressed to
      the Securities and Exchange Commission as required by Item 304(a)(3) of
      Regulation S-B, so that Registrant can file such letter with he Commission.
      The
      letter is attached as an exhibit hereto.





In
      February 2006 the Company appointed, as its new auditor, Grobstein, Horwath
      & Company LLP, Certified Public Accountants, whose address is 15233 Ventura
      Boulevard, Ninth Floor, Sherman Oaks, California 91403. The effective date
      of
      engagement agreed to by the parties was February 6, 2006.





Prior
      to
      their appointment of the new independent registered public accounting firm,
      the
      Company did not consult with the new auditor on the application of accounting
      principles to a specific completed or contemplated transaction, or the type
      of
      audit opinion that might be rendered on the Company’s financial
      statements.





**Item
                8A.**
            **Controls
                and Procedures.**




As
      discussed in note 10 to the August 31, 2005 consolidated financial statements,
      the Company has restated its consolidated financial statements and will restate
      the quarterly reports for the quarters ended November 30, 2005, February 28,
      2006 and May 31, 2006.  These restatements are the result of the Company's
      accounting treatment for the business combination of Easy.com Inc and Royal
      Spring Water Inc.





As
      of the
      end of the period covered by this annual report, an evaluation was carried
      out
      under the supervision and with the participation of the Company's management,
      including our Chief Executive Officer and our Chief Financial Officer, of the
      effectiveness of the design and operation of our disclosure controls and
      procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934).  Based upon that evaluation, the Chief Executive
      Officer and the Chief Financial Officer concluded that the design and operation
      of these disclosure controls and procedures were not effective because of the
      material weakness discussed below.  Notwithstanding the material weakness
      discussed below, the Company's management has concluded that the consolidated
      financial statements included in this Annual Report on Form 10-KSB/A fairly
      present in all material respects the Company's financial condition, results
      of
      operations and cash flows for the periods presented in conformity with
      accounting principles generally accepted in the United States of
      America.





A
      material weakness is a control deficiency, or combination of control
      deficiencies, that results in more than a remote likelihood that a material
      misstatement of the annual or interim financial statements will not be prevented
      or detected.  As a result of the restatement described above, the following
      material weakness was identified in the Company's assessment of the
      effectiveness of disclosure controls and procedures as of August 31,
      2005:





i)           
      The Company did not maintain effective controls over the accounting for the
      business combination of Easy.com Inc and Royal Spring Water Inc.





During
      the fourth quarter of the period covered by this report, there were no
      significant changes in internal controls or in other factors that could
      significantly affect the internal controls, including any corrective actions
      taken with regard to significant deficiencies and material
      weaknesses.





**Item
                8B****.**
            **Other
                Information.**




None.


15
 *Table
          of Contents*


**PART** **III**





**Item9.**
            **Directors,
                Executive Officers, Promoters and Control Persons; Compliance With
                Section
                16(a) of the Exchange Act.**




The
      directors and executive officers of the Registrant as of November 16, 2006
      were
      as follows:




**Name
                and Address**
            
            **Age**
            
            **Position**Alex
                Hazan
              14553
                Delano St suite 217
              Van
                Nuys CA 91411
            
            45
            
            President,
                CEO and Chairman of the Board of DirectorsHarel
                Goldstein
              14553
                Delano St suite 217
              Van
                Nuys CA 91411
            
            45
            
            Director
                of Marketing & Sales, CFO and DirectorIsaac
                Ben Hamou
              14553
                Delano St suite 217
              Van
                Nuys CA 91411
            
            45
            
            Director





**Our
      Director and Officers**





**Mr.
      Alex Hazan**


***President,
      CEO and Chairman of the Board of directors***





Mr.
      Hazan
      arrived to the United States in the early eighties. After his army service
      in
      one of Israel’s elite units, Alex managed and over saw one of the most
      prestige’s security outfits in the world. Shortly after his arrival in the
      United States Alex raised the financing and owned one of the first home
      improvement companies in Los Angeles with over 30 employees. Alex over saw
      the
      company's strategy, marketing and sales. Over the last few years Alex has become
      a real estate developer in Los Angeles and its surroundings. In 1994 Alex formed
      Silver Cloud productions and raised the finance as well as self-finance over
      $25
      million for independent films. Alex produced or Executive produced these films
      for worldwide markets. In 1996 Alex founded one of Israel’s leading 3D animation
      companies - MIM TV ( http://www.mimtv.com/ )
      Alex
      funded the company entirely and produced and developed a large library of
      children DVD programming as well as CD ROM interactive games. MIMTV is currently
      selling its products to ToysRus.





**Mr.
      Harel Goldstein**


***Director
      of Marketing & Sales, CFO and Director***




Prior
      to
      Harel’s arrival in the United States, he produced and arranged the financing for
      over 80 hours of documentary series and specials. During his early years, Harel
      was in charge of manufacturing and marketing for the largest studio in Israel
      with over 25 staff members under his control. Prior to his arrival in the U.S.
      Harel served as an officer in the Israeli Army. Harel Goldstein graduated from
      the Film and Television School at San Francisco State University in 1986. From
      1986 to 1990 Harel produced and line-produced several feature films. His first
      network MOW entitled MURDER C.O.D. was made for NBC in 1990. At the world sales
      markets, Harel has generated sales, pre-sold and created marketing campaigns
      for
      a multitude of projects based on summary sales sheets, marketing tools and
      Talent pkg’s. During those years Harel ran the companies with 5-15 employees
      spanning from development to finance, contract negotiations and marketing
      strategies.


16
 *Table
          of Contents*


**Isaac
      Ben Hamou**


***Director***





Isaac
      Ben
      Hamou is head of the transportation department of Stephen S. Wise Temple, one
      of
      the most prominent Temples in Los Angeles. His department consists of 10 bus
      drivers and 1 bus company supervisor. Mr. Hamou oversees all of the billing
      which comes from Laidlaw Transit, charging each department accurately for the
      proportion of the labor they used. Mr. Hamou works opposite the parents on
      a
      daily basis answering all their needs and servicing their
      complaints.





**Mr.
      Vartan Yossefian**


***Chief
      Engineer, Production and Plant Director***





As
      an
      owner, operations manager, general manager Vartan’s experience spans over thirty
      years with consumer packaging goods in both water bottling and food industries
      and machine design. Vartan has a hands-on approach with a flair for strong
      analytical, organizational and people skills. He has track record of getting
      results through people in a highly competitive marketing and orchestrating
      departmental turnaround  Over a period that spans more then 15 years Vartan
      directed multiple Plants and Distribution Centers. He has Knowledge with WHIMIS,
      Health and Safety and regulatory issues, a strong Engineering background for
      plant, equipment, warehousing layouts and control over inventory of raw
      materials and finished goods in a just in time environment between production
      and warehouse logistics. Over the last five years Vartan owned and operated
      Global Machinery Repair an Engineering and Management Consultant. Under this
      banner he designed and managed building of Water bottling and Alcoholic beverage
      Rectification. Vartan purchased and set-up state of the art Plastic Blow Molding
      equipment and high speed filling equipment. He also installed water processing
      and bottling plants in Orlando, Florida and Santa Fe, California. From 1984-2000
      Vartan owned and operated Delta Technologies where a company specializing in
      Design and Manufacturing of - Door and Hood Assembly system for GM, Cadillac
      plant. Vartan also designed and installed entire process and packaging plant
      for
      Snack Food in Calgary Canada.


17
 *Table
          of Contents*





**Item
                10****.**
            **Executive
                Compensation.**




At
      this
      time there is no set executive compensation package for any of the directors
      or
      officers of the Company. The Company currently has no stock option plan or
      similar plans, nor are there any immediate plans or intentions to establish
      such
      compensation arrangements.





**Item
                11****.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters.**




The
      following table sets forth the name, address, number of shares beneficially
      owned, and the percentage of the Registrant’s total outstanding common stock
      shares owned by: (i) each of the Registrant’s Officers and Directors; (ii) the
      Registrant’s Officers and Directors as a group; and (iii) other shareholders of
      5% or more of the Registrant’s total outstanding common stock shares. The
      percentages have been calculated by taking into account all Shares owned on
      the
      record date as well as all such Shares with respect to which such person has
      the
      right to acquire beneficial ownership at such date or within 60 days thereafter.
      Unless otherwise indicated, all persons listed below have sole voting and sole
      investment power over the Shares owned.




**Title
                of Class**
            
            **Name
                and Address of**
              **Beneficial
                Owner**
            
            **Amount
                and**
              **Nature
                of**
              **Beneficial**
              **Ownership**
            
            **Percent**
              **of
                Class**Common
                Stock
            
            Alex
                Hazan,14553 Delano
              St
                suite 217, Van Nuys CA
              91411
            
            1,489,432
            
            4.96%Common
                Stock
            
            Harel
                Goldstein,14553
              Delano
                St suite 217, Van
              Nuys
                CA 91411
            
            1,489,432
            
            4.96%Common
                Stock
            
            Isaac
                Ben Hamou,14553
              Delano
                St suite 217, Van
              Nuys
                CA 91411
            
            1,489,428
            
            4.96%Common
                Stock
            
            Officers
                and Directors, as a
              Group
                (4 people)
            
            4,468,292
            
            14.88%





**Item
                12****.**
            **Certain
                Relationships and Related
                Transactions.**




The
      Company’s principal shareholders, who are also officers, have provided short
      term, non-interest bearing working capital advances to the Company through
      August 31, 2005 and subsequently. Such funding has been the primary source
      of
      the Company’s working capital to date.


18
 *Table
          of Contents*





**Item
                13.**
            **Exhibits.**




Reference
      is herewith made to the financial statements and notes thereto included herein
      and to the cover page of this 10-KSB/A with respect to documents incorporated
      by
      reference in accordance with Rule 12b-33.




**Exhibit**
              **Number**
            
            **Description**2*
            
            Acquisition
                Agreement3*
            
            Articles
                of Merger10*
            
            Commercial
                Lease Agreement16*
            
            Letter
                on Change in Accountant31.1*
            
            Certificate
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200231.2*
            
            Certificate
                of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200232.1*
            
            Certificate
                of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
                Act of 200232.2*
            
            Certificate
                of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002


______________


*
            Filed
                herewith.





**Item
                14.**
            **Principal
                Accountant Fees and
                Services.**




The
      Company incurred $40,000 of audit fees pertaining to the year ended August
      31,
      2005 compared to $750 in 2004. However, the 2005 audit fees have not been
      accrued in the financial statements for the year ended August 31, 2005 since
      such services were not rendered prior to that date. There were no other services
      performed by the auditors on behalf of the Registrant during these
      years.





**Policy
      on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
      of
      Independent Registered Public Accounting Firm**




The
      Company currently does not have a designated Audit Committee, and accordingly,
      the Company's Board of Directors' policy is to pre-approve all audit and
      permissible non-audit services provided by the independent auditors. These
      services may include audit services, audit-related services, tax services and
      other services. Pre-approval is generally provided for up to one year and any
      pre-approval is detailed as to the particular service or category of services
      and is generally subject to a specific budget. The independent auditors and
      management are required to periodically report to the Company's Board of
      Directors regarding the extent of services provided by the independent auditors
      in accordance with this pre-approval, and the fees for the services performed
      to
      date. The Board of Directors may also pre-approve particular services on a
      case-by-case basis.


19
 *Table
          of Contents*


**SIGNA** **TURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this report to be signed on its behalf
      on
      November 16, 2006 by the undersigned, thereunto authorized.




**ROYAL
                SPRING WATER INC.****(FORMERLY
                EASY.COM, INC.)**By:
            /s/ 
                Alex HazanAlex
                Hazan, President






Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed by the following persons on behalf of the Registrant and in the
      capacities on the date(s) indicated.




**Name**
            
            **Title**
            
            **Date**/s/ 
                Alex Hazan
            
            Chairman of
                the Board of
            
            November
                16, 2006Directors
                and ChiefAlex
                Hazan
            
            Executive
                Officer/s/ 
                Harel Goldstein
            
            Director
                and Chief
            
            November
                16, 2006Financial
                OfficerHarel
                Goldstein/s/ 
                Isaac Ben Hamou
            
            Director
            
            November
                16, 2006Isaac
                Ben Hamou




20


**INDEX
      TO FINANCIAL STATEMENTS**





PageReport
                of Independent Registered Public Accounting Firm
            F-2Consolidated
                Balance Sheet as at August 31, 2005
            F-3Consolidated
                Statement of Operations for the Period From April 20, 2005 (Date
                of
                Inception) to August 31, 2005
            F-4Consolidated
                Statement of Changes in Stockholders’ Equity for the Period From April 20,
                2005 (Date of Inception) to August 31, 2005
            F-5Consolidated
                Statement of Cash Flows for the Period From April 20, 2005 (Date
                of
                Inception) to August 31, 2005
            F-6Notes
                to Consolidated Financial Statements
            F-7




F-1


**Report
      of Independent Registered Public Accounting Firm**




To
      the
      Board of Directors and Stockholders of


Royal
      Spring Water Inc.




We
      have
      audited the accompanying consolidated balance sheet of Royal Spring Water Inc.
      and Subsidiary (A Development Stage Company) as of August 31, 2005 and the
      related consolidated statements of operations, changes in stockholders’ deficit,
      and cash flows for the period from April 20, 2005 (date of inception) to August
      31, 2005. These financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these financial
      statements based on our audits.




We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. The Company is not
      required to have, nor were we engaged to perform, an audit of its internal
      control over financial reporting. Our audits include consideration of internal
      control over financial reporting as a basis for designing audit procedures
      that
      are appropriate in the circumstance, but not for expressing an opinion on the
      effectiveness of the Company’s internal control over financial reporting.
      Accordingly, we express no such opinion. An audit includes examining, on a
      test basis, evidence supporting the amounts and disclosures in the
      financial statements. An audit also includes assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe that our audits provide
      a
      reasonable basis for our opinion.




In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Royal Spring Water Inc.
      and
      Subsidiary (A Development Stage Company) at August 31, 2005, and the results
      of
      their operations and their cash flows for the period from April 20, 2005 (date
      of inception) to August 31, 2005 in conformity with accounting principles
      generally accepted in the United States of America.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 1 to the
      consolidated financial statements, the Company’s significant operating losses,
      negative working capital, and total capital deficiency raise substantial doubt
      about its ability to continue as a going concern. Note 1 also describes
      management’s plans to address these financial matters. The consolidated
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.





As
      discussed in Note 10 to the consolidated financial statements, the Company
      restated its 2005 consolidated financial statements to correct the accounting
      treatment applied to a business combination.






/s/
      Grobstein, Horwath & Company LLP





Sherman
      Oaks, California


May
      19,
      2006, except for note 10,


as
      to
      which the date is October 23, 2006


F-2


**ROYAL
      SPRING WATER INC. & SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      BALANCE SHEET**


**AUGUST
      31, 2005**




**ASSETS****2005**
                **Restated**CURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              12Prepaid
                  expenses
              
              
              10,000Total
                  Current Assets
              
              
              10,012Property,
                  plant and equipment, net
              
              
              3,337,434TOTAL
                  ASSETS
              
              $
              3,347,446**LIABILITIES
                  AND STOCKHOLDERS’ DEFICIT**CURRENT
                  LIABILITIESAdvances
                  from shareholders
              
              $
              73,546Obligation
                  under capital lease - current portion
              
              
              163,680Total
                  Current Liabilities
              
              
              237,226Obligation
                  under capital lease
              
              
              3,240,052TOTAL
                  LIABILITIES
              
              
              3,477,278STOCKHOLDERS’
                  DEFICITPreferred
                  stock - $.001 par value; 5,000,000 shares authorized, none issued
                  or
                  outstandingCommon
                  stock - $.001 par value; 50,000,000 shares authorized, 30,072,000
                  shares
                  outstanding
              
              
              30,072Additional
                  paid-in capital
              
              
              15,633Deficit
                  accumulated during the development stage
              
              
              (175,537
              )TOTAL
                  STOCKHOLDERS’ DEFICIT
              
              
              (129,832
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS’ DEFICIT
              
              $
              3,347,446





The
      accompanying notes are an integral part of these financial
      statements.




F-3


**ROYAL
      SPRING WATER INC. & SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**FOR
      THE PERIOD FROM APRIL 20, 2005 (DATE OF INCEPTION) TO AUGUST 31,
      2005**




**2005**EXPENSESGeneral
                  and administrative
              
              $
              64,122Occupancy
                  costs
              
              
              22,447Travel
                  and entertainment
              
              
              7,231Consulting
                  fees
              
              
              5,000Vehicle
              
              
              3,665Telecommunications
              
              
              1,961Interest
                  and bank charges
              
              
              1,098Professional
                  fees
              
              
              2,500Depreciation
              
              
              14,345TOTAL
                  EXPENSES
              
              
              122,369LOSS
                  FROM OPERATIONS
              
              
              (122,369
              )OTHER
                  EXPENSESInterest
                  on capital lease obligation
              
              
              53,168NET
                  LOSS
              
              $
              (175,537
              )Loss
                  per common share, basic and diluted
              
              $
              (0.00
              )Weighted
                  average shares outstanding, basic and diluted
              
              
              30,072,000




The
      accompanying notes are an integral part of these financial
      statements.


F-4


**ROYAL
      SPRING WATER INC. & SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENTS OF CHANGE IN STOCKHOLDERS' DEFICIENCY**


**FOR
      THE PERIOD FROM APRIL 20, 2005 (DATE OF INCEPTION) TO AUGUST 31,
      2005**




**Common
                  Stock**
              
              **Additional**
              
              
              
              **Total****Par**
              
              **Paid-in**
              
              **Accumulated**
              
              **Stockholders'****Shares**
              
              **Value**
              
              **Capital**
              
              **Deficit**
              
              **Deficit**Acquisition
                  of Easy.com Inc., restated
              
              
              30,072,000
              
              $
              30,072
              
              $
              (34,367
              )
              
              
              
              $
              $(4,295
              )Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (175,537
              )
              
              (175,537
              )Services
                  contributed by shareholders
              
              
              -
              
              
              -
              
              
              50,000
              
              
              -
              
              
              50,000BALANCE
                  AT AUGUST 31, 2005,**RESTATED**
              
              
              30,072,000
              
              $
              30,072
              
              $
              15,633
              
              $
              (175,537
              )
              $
              (129,832
              )





The
      accompanying notes are an integral part of these financial
      statements.


F-5


**ROYAL
      SPRING WATER INC. & SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE PERIOD FROM APRIL 20, 2005 (DATE OF INCEPTION) TO AUGUST 31,
      2005**




**2005**
                **Restated**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  Loss
              
              $
              (175,537
              )Adjustments
                  to reconcile net income to net cash provided (used) by operating
                  activities:Depreciation
              
              
              14,345Interest
                  accrued on obligation under capital lease
              
              
              53,168Services
                  contributed by shareholders
              
              
              50,000Acquisition
                  of the net liabilities of Easy.com Inc.
              
              
              (4,295
              )Changes
                  in Assets and Liabilities:Prepaid
                  expenses
              
              
              (10,000
              )NET
                  CASH USED IN OPERATING ACTIVITIES
              
              
              (72,319
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Acquisition
                  of property and equipment
              
              
              (1,215
              )NET
                  CASH USED IN INVESTING ACTIVITIES
              
              
              (1,215
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Advances
                  from shareholders
              
              
              73,546NET
                  CASH PROVIDED BY FINANCING ACTIVITES
              
              
              73,546NET
                  CHANGE IN CASH & CASH EQUIVALENTS
              
              
              12CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              
              -CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              12




The
      accompanying notes are an integral part of these financial
      statements.


F-6


**ROYAL
      SPRING WATER INC. & SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**




**NOTE
                1.**
            **SUMMARY
                OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND USE
                OF
                ESTIMATES**





**ORGANIZATION**





Easy.com,
      Inc. (“Easy”) was incorporated under the laws of the State of Nevada on May 9,
      2000. Easy was a non-operating shell corporation with nominal net assets prior
      to June 2005, when Easy acquired one hundred percent (100%) of the assets of
      Royal Spring Water Inc., a Nevada company (“RSW” or the “Company”).





RSW
      was
      established on April 20, 2005 with a clear mission, namely to extract, process,
      and bottle Artesian Spring Well water of supreme quality.





**BUSINESS
      COMBINATION, RESTATED**





On
      June
      30, 2005, Easy acquired all of the outstanding stock of RSW (the "Reverse
      Merger"). Easy completed the acquisition by having the shareholders of RSW
      surrender 100% of their common stock to the company. In anticipation of the
      Reverse Merger, on September 2, 2004 the shareholders of Easy gifted stock
      to
      the shareholders of RSW, giving these shareholders and their family members
      control of Easy. For accounting purposes, pursuant to Statement of Financial
      Accounting Standards ("SFAS") No. 141, *Business
      Combinations* ,
      the
      acquisition has been treated as a recapitalization of RSW with RSW recognized
      as
      the accounting acquirer (reverse acquisition). A reverse acquisition occurs
      if a
      company other than the legal acquirer is deemed to be the “accounting acquirer”
in a business combination effected by the issuance of voting securities. In
      this
      regard, RSW is considered the accounting acquirer and Easy is considered the
      accounting target. The historical financial statements prior to June 30, 2005
      are those of RSW.




**GOING
      CONCERN**





The
      Company's financial statements are presented on a going concern basis, which
      contemplates the realization of assets and satisfaction of liabilities in the
      normal course of business. The Company has experienced losses from operations
      since inception, and as of August 31, 2005 has a working capital and total
      capital deficiency, which raise substantial doubt as to its ability to continue
      as a going concern.





The
      Company's ability to continue as a going concern is contingent upon its ability
      to obtain the financing and strategic alliances necessary to attain profitable
      operations. Management is pursuing various sources of financing and intends
      to
      raise equity financing through a private placement with a private group of
      investors in the near future. The Company has received letters of intent from
      potential customers, which management believes will produce the necessary income
      to attain profitability in the future. Since August 31, 2005, the Company’s
      principal shareholders/officers have provided approximately $1 million in
      short-term working capital advances and these individuals will continue to
      provide certain funding as and when required on a short-term basis.





The
      financial statements do not include any adjustments to reflect the possible
      future effects on the recoverability and classification of assets or the amounts
      and classification of liabilities that may result from the possible inability
      of
      the Company to continue as a going concern.





**BASIS
      OF PRESENTATION**





The
      accompanying consolidated financial statements include the accounts of the
      Company and its wholly owned subsidiary, Royal Spring Water Inc., a Nevada
      corporation and have been prepared in accordance with accounting principles
      generally accepted in the United States of America ("GAAP"). All significant
      inter-company accounts and transactions are eliminated.




The
      Company has not earned any revenues from limited principal operations and
      accordingly, the Company's activities have been accounted for as those of a
      "Development Stage Enterprise" as set forth in SFAS No. 7, *Accounting
      and Reporting by Development Stage Enterprises* .
      Among
      the disclosures required by SFAS No. 7 are that the Company's financial
      statements be identified as those of a development stage company, and that
      the
      statements of operation, stockholders' deficit and cash flows disclose activity
      since the date of the Company's inception.


F-7


**ROYAL
      SPRING WATER INC. & SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**PERVASIVENESS
      OF ESTIMATES**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Actual results could differ from those estimates.





**CASH
      AND CASH EQUIVALENTS**





Cash
      and
      cash equivalents are considered to be all highly liquid investments purchased
      with an initial maturity of three (3) months or less.





**PROPERTY
      AND EQUIPMENT**





Property
      and equipment are stated at cost less accumulated depreciation and amortization.
      Maintenance and repairs that neither materially add to the value of the property
      nor appreciably prolong its life are charged to operations as incurred.
      Betterments or renewals are capitalized when incurred. Depreciation, based
      on
      the estimated useful lives of the assets, is provided using the straight line
      method over the following useful lives:





Equipment
                under capital lease
            5
                yearsLocomotive
                under capital lease
            5
                yearsBuilding
                under capital lease
            25
                yearsFurniture
                and equipment
            5
                years





**LONG
      LIVED ASSETS**





Long
      lived assets are accounted for in accordance with SFAS No. 144, *Accounting
      for the Impairment or Disposal of Long-Lived Assets* .
      The
      statement requires that long-lived assets be reviewed for impairment whenever
      events or changes in circumstances indicate that the carrying amount of an
      asset
      may not be recoverable. Assets to be disposed of are reported at the lower
      of
      carrying amount or fair value less cost to sell.





**CAPITAL
      LEASES**





Capital
      leases represent those leases under which substantially all the risks and
      rewards of ownership of the leased assets are transferred to the Company.
      Property, plant and equipment held under capital leases are initially recorded
      at the present value of the minimum payments at the inception of the leases,
      with equivalent liabilities categorized as appropriate under current or
      non-current liabilities. Interest expense, which represents the difference
      between the minimum payments at the inception of the capital leases and the
      corresponding fair value of the assets acquired, is allocated to accounting
      periods over the period of the leases to produce a constant rate of charge
      on
      the outstanding balance.





**INCOME
      TAXES**





The
      Company accounts for income taxes pursuant to SFAS No. 109, Accounting for
      Income Taxes. Deferred tax assets and liabilities are recorded for differences
      between the financial statements and tax basis of the assets and liabilities
      that will result in taxable or deductible amounts in the future based on enacted
      tax laws and rates. Valuation allowances are established when necessary to
      reduce deferred tax assets to the amount expected to be realized. Income tax
      expense is recorded for the amount of income tax payable or refundable for
      the
      period increased or decreased by the change in deferred tax assets and
      liabilities during the period. As of August 31, 2005, a deferred tax asset
      of
      approximately $50,000 (which arises solely as a result of net operating losses),
      has been entirely offset by a valuation reserve due the uncertainty that this
      asset will be realized in the future.


F-8


**ROYAL
      SPRING WATER INC. & SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**LOSS
      PER SHARE**





The
      Company accounts for earnings per share pursuant to SFAS No. 128, *Earnings
      per Share* ,
      which
      requires disclosure on the financial statements of "basic" and "diluted"
      earnings (loss) per share. Basic earnings (loss) per share is computed by
      dividing net income (loss) by the weighted average number of common shares
      outstanding for the year. Diluted earnings (loss) per share is computed by
      dividing net income (loss) by the weighted average number of common shares
      outstanding plus common stock equivalents (if dilutive) related to stock options
      and warrants for each year.





There
      were no dilutive financial instruments for the period ended August 31,
      2005.





**FAIR
      VALUE OF FINANCIAL INSTRUMENTS**





The
      carrying values of our financial instruments included in current assets and
      current liabilities approximated their respective fair values at each balance
      sheet date due to the immediate or short-term maturity of these financial
      instruments. The fair value of lease obligations is based on current rates
      at
      which we could borrow funds with similar remaining maturities.





**RECENT
      ACCOUNTING PRONOUNCEMENTS**





On
      November 24, 2004, the Financial Accounting Standards Board ("FASB") issued
      SFAS
      No. 151, *Inventory
      Costs--an amendment of ARB No. 43, Chapter 4* (“SFAS
      No. 151”) effective for fiscal years beginning after June 15, 2005. This
      Statement amends the guidance in ARB 43, Chapter 4, *Inventory
      Pricing* ,
      to
      clarify the accounting for abnormal amounts of idle facility expense, freight,
      handling costs, and wasted material (spoilage). This Statement requires that
      those items be recognized as current-period charges. In addition, this Statement
      requires that allocation of fixed production overheads to the costs of
      conversion be based on the normal capacity of the production facilities. We
      are
      currently reviewing the requirements of SFAS No. 151; however, we do not believe
      that the adoption of SFAS No. 151 will have a material effect on our results
      of
      operations or financial position.





In
      December 2004, the FASB issued SFAS No. 153, *Exchanges
      of Nonmonetary Assets* (“SFAS
      No. 153”). SFAS No. 153 amends the guidance in APB No. 29, *Accounting
      for Nonmonetary Assets* (“APB
      No. 29 “). APB No. 29 was based on the principle that exchanges of nonmonetary
      assets should be measured on the fair value of the assets exchanged. SFAS 153
      amends APB No. 29 to eliminate the exception for nonmonetary exchanges of
      similar productive assets and replaces it with a general exception for exchanges
      of nonmonetary assets that do not have commercial substance if the future cash
      flows of the entity are expected to change significantly as a result of the
      exchange. SFAS 153 is effective for financial statements issued for fiscal
      years
      beginning after June 15, 2005. The adoption of SFAS 153 is not expected to
      have
      a material effect on the Company’s financial position or results of operations.




In
      December 2004, the FASB issued SFAS 123(R), Share-Based Payment. SFAS 123(R)
      amends SFAS 123, Accounting for Stock-Based Compensation, and APB Opinion 25,
      Accounting for Stock Issued to Employees. SFAS 123(R) requires that the cost
      of
      share-based payment transactions (including those with employees and
      non-employees) be recognized in the financial statements. SFAS 123(R) applies
      to
      all share-based payment transactions in which an entity acquires goods or
      services by issuing (or offering to issue) its shares, share options, or other
      equity instruments (except for those held by an ESOP) or by incurring
      liabilities (1) in amounts based (even in part) on the price of the entity’s
      shares or other equity instruments, or (2) that require (or may require)
      settlement by the issuance of an entity’s shares or other equity instruments.
      This statement is effective (1) for public companies qualifying as SEC small
      business issuers, as of the first interim period or fiscal year beginning after
      15 December 2005, or (2) for all other public companies, as of the first interim
      period or fiscal year beginning after 15 June 2005, or (3) for all nonpublic
      entities, as of the first fiscal year beginning after 15 December 2005.
      Management is currently assessing the effect of SFAS No. 123(R) on the Company’s
      financial statements.





In
      May
      2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections.
      This statement applies to all voluntary changes in accounting principle and
      requires retrospective application to prior periods' financial statements of
      changes in accounting principles, unless this would be impracticable. This
      statement also makes a distinction between "retrospective application" of an
      accounting principles and the "restatement" of financial statements to reflect
      the correction of an error. This statement is effective for accounting changes
      and corrections of errors made in fiscal years beginning after 15 December
      2005.
      The Company is evaluating the effect the adoption of this interpretation will
      have on its financial position, cash flows and results of
      operations.


F-9


**ROYAL
      SPRING WATER INC. & SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**




**NOTE
                2.**
            **PROPERTY,
                PLANT & EQUIPMENT**





At
      August
      31, 2005 property, plant and equipment consists of the following:




Land
                  and water rights under capital lease
              
              $
              1,287,853Equipment
                  under capital lease
              
              
              506,555Locomotive
                  under capital lease
              
              
              53,661Building
                  under capital lease
              
              
              1,502,495Furniture
                  and equipment
              
              
              1,2153,351,779Less:
                  accumulated depreciation
              
              
              (14,345Net
                  property, plant and equipment
              
              $
              3,337,434





Depreciation
      expense was $14,345 for the period ended August 31, 2005.





**NOTE
                3.**
            **RELATED
                PARTY TRANSACTIONS**




The
      advances from shareholders of the Company, to facilitate the payment of debts,
      are non-interest bearing, unsecured and have no specific terms of repayment.
      The
      carrying value of the advances approximates the market value due to the
      short-term maturity of the financial instruments.




For
      the
      period ended August 31, 2005, the Company's directors and shareholders devoted
      time to the development of the Company. Compensation expense totaling $50,000
      has been recorded for the year ended August 31, 2005. These directors and
      shareholders have waived reimbursement and have considered these services as
      a
      contribution to capital. Accordingly, the contributions have been recorded
      as
      additional paid-in capital.





**NOTE
                4.**
            **OBLIGATION
                UNDER CAPITAL LEASE**




The
      Company leases land, building and equipment under a capital lease which contains
      a bargain purchase option which the Company intends to exercise on or before
      its
      expiration on August 1, 2009. The asset and liability under the capital lease
      are recorded at the present value of the minimum lease payments and purchase
      option price. The assets are depreciated over their useful lives as described
      in
      Note 1. Depreciation of the assets under the capital lease is included in
      depreciation expense for 2005.





Future
      minimum lease payments under capital leases as of August 31, 2005 for each
      of
      the next four years and in the aggregate are:




2006
              
              $
              165,0002007
              
              
              300,0002008
              
              
              307,0002009,
                  including bargain purchase option
              
              
              4,881,929Total
                  minimum lease payments
              
              
              5,653,929Less:
                  amount representing interest at 19%
              
              
              (2,250,197
              )Total
                  obligations under capital lease
              
              
              3,403,732Less:
                  current installments of obligations under capital lease
              
              
              (163,680
              )Long-term
                  obligation under capital lease
              
              $
              3,240,052





**NOTE
                5.**
            **STOCKHOLDERS'
                DEFICIT**




During
      the period ended August 31, 2001 Easy issued 30,072,000 shares to the founders
      of the corporation for services rendered.





Easy
      effected a 3-for-1 stock split in September 2004 of all outstanding shares
      of
      capital stock. All references to share and per share data have been
      retroactively adjusted to reflect the stock split.





For
      the
      period ended August 31, 2005, the Company's directors and shareholders devoted
      time to the development of the Company. Compensation expense totaling $50,000
      has been recorded for the period ended August 31, 2005. These directors and
      shareholders have waived reimbursement and have considered these services as
      a
      contribution to capital. Accordingly, the contributions have been recorded
      as
      additional paid-in capital.





**NOTE
                6.**
            **SUPPLEMENTAL
                CASH FLOW INFORMATION**




During
      the period ended August 31, 2005 there was $803 in interest and no taxes paid
      by
      the Company.




Non
      cash
      financing and investing activities includes the acquisition of property and
      equipment under capital lease in the amount of $3,350,564 and services provided
      by shareholders in the amount of $50,000 for the period ended August 31,
      2005.


F-10


**ROYAL
      SPRING WATER INC. & SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
                7.**
            **COMMITMENT**




In
      August
      2005, the Company entered into a land, building and equipment lease agreement
      for a facility to be used for production and head office. This four-year lease
      commenced August 1, 2005, and is classified as a capital lease as it contains
      a
      bargain purchase option (see note 4). As of August 31, 2005, future obligations
      under the terms of this lease aggregated $5,653,929, including $2,250,197 in
      interest.




In
      December 2005, the Company entered into a lease for their corporate head office
      for a period of three years, commencing on January 1, 2006 and terminating
      on
      December 31, 2008. The annual lease payment is approximately
      $88,000.





**NOTE
                8.**
            **CONTINGENT
                LIABILITY**




Royal
      Spring Water Inc. is involved in litigation with a former employee. The former
      employee has filed a complaint against the company, alleging wrongful
      termination. The Company has filed a Cross-Complaint against this former
      employee, which we believe has merit and will result in either a recovery for
      Royal Spring Water or an offset in excess of any claim by the former
      employee.





Management
      and legal counsel for the Company are of the opinion that the former employee’s
      claim is without merit. Accordingly, the financial statements do not include
      any
      adjustments to reflect the possible outcome of this matter.





**NOTE
                9.**
            **SUBSEQUENT
                EVENTS**




Between
      November 2005 and May 2006, two shareholders/officers of the Company advanced
      approximately $1,000,000 to the Company to facilitate working capital
      requirements.





In
      April
      2006, the Company filed Articles of Merger in Nevada and legally combined the
      entities of Easy.com and Royal Spring Water Inc. They concurrently changed
      the
      name of the surviving entity to Royal Spring Water, Inc.





**NOTE
                10.**
            **RESTATEMENT
                OF FINANCIAL STATEMENTS**





The
      Company has restated its financial statements for the period ended August 31,
      2005 due to an error in the accounting treatment of the business combination
      of
      Easy.com Inc. and Royal Spring Water Inc. Previously the company had accounted
      for this transaction as a common control business combination and had presented
      the combined historical financial statements of both companies. The Company
      subsequently determined that, because the two companies became related through
      a
      transaction in anticipation of the Reverse Merger that accounting for the
      Reverse Merger as a common control transaction was not appropriate. The
      statements have therefore been restated to reflect the transaction as a
      recapitalization of RSW.





As
      a
      result of the restatement of the August 31, 2005 consolidated financial
      statements, additional paid-in capital and accumulated deficit balances have
      been reclassified to include the historical financial statements of RSW since
      April 20, 2005 (inception). The historical financial statements previously
      reported were those of the combined entities. The restatement had no effect
      on
      the previously reported net loss for the period ended August 31,
      2005.






F-11