**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
  **FORM
        10-KSB**
 
 **x
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF**
 **THE
                  SECURITIES EXCHANGE ACT OF
                  1934**
 
 **FOR
        THE FIVE MONTHS ENDED DECEMBER 31, 2006**
 
 **ROYAL
                          INVEST INTERNATIONAL CORP.**(Name
                          of small business issuer in its
                          charter)
 
 **Delaware**
              
              **98-0215778**(State
                  or other jurisdiction
                of
                  incorporation or organization)
              
              (I.R.S.
                  Employer Identification Number)
 
 **1350
                            Avenue of the Americas, 24th
                            Fl****New
                            York, New York 10019-4702**(Address
                            of principal executive offices) (Zip
                            Code)
 
 **203.557.3845**
 (Issuer’s
        telephone no.)
 
 (Former
                      Name or Former Address, if changed since last
                      report
 
 Securities
        registered pursuant to Section 12(b) of the Exchange Act:
None
 
 Securities
        registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $.001
        par value
 
 Check
        whether the issuer  (1) has 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 
 
 Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B not contained in this form, and no disclosure will be contained,
        to the best of the registrant’s knowledge, in definitive proxy or information
        statements incorporated by reference in Part III of this Form 10- KSB or
        any
        amendment to this Form 10-KSB. 
 
 Issuer’s
        revenues for the five months ended December 31, 2006
        were:        $0
 
 The
        aggregate market value of the Registrant’s voting common stock held by
        non-affiliates of the registrant as of August 3, 2007, was approximately:
        $593,702 at $0.25 price per share.  Number of shares of the
        registrant’s common stock outstanding as of August 2, 2007 was:
        11,240,573
 
 Transfer
        Agent as of August 3,
        2007:                                                                Interwest
        Transfer Co., Inc.
 1981 East 4800 South, Suite 100
 Salt Lake City, UT 84117
  1
  **ROYAL
        INVEST INTERNATIONAL CORP.**
 **FORM
        10-KSB**
 
 **TABLE
        OF CONTENTS**
 
 **Item
                  #**
              
              **Description**
              
              **Page
                  Numbers****PART
                  I**ITEM
                  1
              
              Business
                  of the Company
              
              3ITEM
                  2
              
              Properties
              
              7ITEM
                  3
              
              Legal
                  Proceedings
              
              7ITEM
                  4
              
              Submissions
                  of Matters to a Vote of Security Holders
              
              7**PART
                  II**ITEM
                  5
              
              Market
                  for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
                  Purchases of Equity Securities
              
              8ITEM
                  6
              
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              
              10ITEM
                  7
              
              Financial
                  Statements and Supplementary Data
              
              14ITEM
                  8
              
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              
              27ITEM
                  8A
              
              Controls
                  and Procedures
              
              27ITEM
                  8B
              
              Other
                  Information
              
              27**PART
                  III**ITEM
                  9
              
              Directors,
                  Executive Officers, Promoters and Control Persons: Compliance with
                  Section
                  16(A) of the Exchange Act
              
              28ITEM
                  10
              
              Executive
                  Compensation
              
              29ITEM
                  11
              
              Security
                  Ownership of Certain Beneficial Owners and Management.
              
              30ITEM
                  12
              
              Certain
                  Relationships and Related Transactions
              
              32ITEM
                  13
              
              Exhibits
                  and Reports on Form 8-K
              
              32ITEM
                  14
              
              Principal
                  Accountant Fees and Services
              
              34Signatures
              
              35
  2
   **PART
        I**
 
 **ITEM
        1           DESCRIPTION
        OF BUSINESS**
 
 **INTRODUCTION**
 
 **FORWARD-LOOKING
        STATEMENTS**. This annual report contains certain forward-looking
        statements within the meaning of Section 27A of the Securities Act of 1933,
        as
        amended, and Section 21E of the Securities Exchange Act of 1934, as amended
        that
        involve risks and uncertainties. In addition, the Company (Royal Invest
        International Corp, a Delaware corporation) may from time to time make oral
        forward-looking statements.  Actual results are uncertain and may be
        impacted by many factors. In particular, certain risks and uncertainties
        that
        may impact the accuracy of the forward-looking statements with respect to
        revenues, expenses and operating results include without imitation; cycles
        of
        customer orders, general economic and competitive conditions and changing
        customer trends, technological advances and the number and timing of new
        product
        introductions, shipments of products and components from foreign suppliers,
        and
        changes in the mix of products ordered by customers. As a result, the actual
        results may differ materially from those projected in the forward-looking
        statements.
 
 Because
        of these and other factors that may affect the Company’s operating results, past
        financial performance should not be considered an indicator of future
        performance, and investors should not use historical trends to anticipate
        results or trends in future periods.
  On
        January 5, 2007 the Company changed its fiscal
        year from July 31 to December 31.  As a result of that change, the Company
        is filing this Annual Report for the period between August 1, 2006 and December
        31, 2006.
 
 **(A)            THE
        COMPANY**
 
 The
        Company was incorporated in the State of Delaware as part of a reorganization
        on
        May 2, 2005.  In January 2007 the Company changed its name to Royal
        Invest International Corp. (“Royal Invest”) and trades on the OTC under the
        stock symbol “RIIC”.  The Company was originally organized on October
        30, 1980, under the laws of the State of Florida as C.N.W. Corp.  The
        Company did not have any activity before 1998 and, accordingly, commencement
        of
        its development stage is considered to be at the beginning of
        1998.  On July 21, 1998, the Company increased its capitalization from
        1,000 common shares to 50,000,000 common shares. The par value was changed
        from
        $1 to $0.001.  On July 21, 1998, the Company changed its name to C.N.W
        of Orlando Inc., and on December 28, 1998 it changed its name to GlobalNetCare,
        Inc.  The company's direction and sole activities were to operate in
        Canada a medical Website.  The medical Website never totally
        developed.
 
 On
        September 12, 2000, the Company acquired all the issued and outstanding shares
        of Cor-Bit Peripherals Inc. and BusinessWay Computer Centers Inc.  On
        January 31, 2001 GlobalNetCare changed its name to BusinessWay International
        Corporation.  By 2004 the company had no operating
        businesses.
 
 On
        December 6, 2004 the Company changed its name to ICBS International Corp.,
        reversed split all the Company’s issued shares on a five for one basis, and
        acquired Inter Canadian Business Services Ltd. also known as Service D’affaires
        Inter Canadian Ltee of Westmont, Quebec, Canada including its subsidiary
        Puritan
        Securities, Inc. of New York, New York, an SEC registered broker-dealer and
        a
        member of the NASD for 86,173,987 newly issued shares subject to voting
        restrictions and performance conditions.  On February 14, 2005 the
        acquisition of Inter Canadian Business Services Ltd. was cancelled, and the
        Company acquires back Puritan Securities, Inc. of New York, New York for
        17,909,507 newly issued shares.  These shares were not subject to any
        voting restrictions or performance conditions.  In addition all
        outstanding Class A Special Voting Shares were converted to common and the
        series was eliminated.
 
 On
        May 9,
        2005 the Company was acquired and merged into Wah King Invest Corp., a Delaware
        corporation in a corporate reorganization.  In addition, the Company
        reversed split all its issued shares on a ten for one basis.
 
 On
        November 15, 2005 a majority of the shareholders of record by special meeting
        of
        the shareholders approved the sale of the Company’s subsidiary Puritan
        Securities, Inc. to Blue Ribbon International Corp., an OTC publicly traded
        company that thereafter changed its name to Puritan Financial Group, Inc.
        (hereinafter “Puritan Financial”) for 37,500,000 preferred shares of Puritan
        Financial which were converted to 7,500,000 common shares of Puritan Financial
        after a 5 to 1 reverse.  On November 15, 2005 the Company issued the
        Puritan Financial shares as a stock dividend to its shareholders of record
        on
        November 21, 2005.
  3
  
 On
        January 26, 2007 the Company focus changed.  On that date the Company
        changed its European consultants and began negotiations for the acquisition
        of
        properties and building facilities in The Netherlands and Germany.  As
        a consequence of the change, the Company changed its name to its current
        name
        Royal Invest International Corp.
 
 Unless
        the context indicates otherwise, the terms “Company,” “Corporate”, “Royal
        Invest,” and “we” refer to Royal Invest International Corp. and its subsidiary.
        Our executive offices are located at 1350 Avenue of the Americas, 24th Floor,
        New York,
        NY 10019-4702.
 
 **(B)           BUSINESS
        DEVELOPMENT**
 
 History
        and Description:
 
 The
        Company was incorporated in the State of Delaware as part of a reorganization
        on
        May 2, 2005.  In January 2007 the Company changed its name to Royal
        Invest International Corp. (“Royal Invest”) and trades on the OTC under the
        stock symbol “RIIC”.  The Company was originally organized on October
        30, 1980, under the laws of the State of Florida as C.N.W. Corp. On February
        1,
        1981, the Company issued 1,000 shares of its $1 par value common stock for
        services of $1,000. The Company did not have any activity before 1998 and,
        accordingly, commencement of its development stage is considered to be at
        the
        beginning of 1998.  On July 21, 1998, the Company increased its
        capitalization from 1,000 common shares to 50,000,000 common
        shares.  The par value was changed from $1 to $0.001.  On
        July 21, 1998, the Company changed its name to C.N.W of Orlando Inc., and
        on
        December 28, 1998 it changed its name to GlobalNetCare, Inc.  The
        company's direction and sole activities were to operate in Canada with the
        creation of its wholly owned Canadian subsidiaries.  On February 3,
        1998, the Company incorporated its wholly owned subsidiary, 3423336 Canada
        Ltd.,
        a Canadian company, to develop a medical Website.  However, the
        anticipated plans and operations of the Company for its medical Website have
        not
        and will not be achieved or pursued further.  Due to its inability to
        generate sufficient revenues from these operations, the management had decided
        to pursue a different course and line of business.
 
 With
        the
        completion of the acquisition of Cor-Bit Peripherals Inc. and BusinessWay
        Computer Centers Inc. on September 12, 2000, the Company was no longer
        considered a development stage enterprise. The acquisition included the
        incorporation of another wholly owned subsidiary, 3739007 Canada Ltd., for
        the
        purpose of acquiring 100% control of all issued and outstanding shares of
        Cor-Bit Peripherals Inc. and BusinessWay Computer Centers Inc. Under this
        share
        Exchange Agreement, the Company acquired the shares of Cor-Bit Peripherals
        Inc.
        and BusinessWay Computer Center Inc. in exchange of 40,000,000 exchangeable
        Preferred Shares of 3739007 Canada Ltd., which were exchangeable for the
        same
        number of shares of the Company's common stock, and 37,923,891 Class A Special
        Voting Shares in the capital of the Company. The Special Voting Shares were
        issued to the principal owners of the acquired companies.  The
        principals of BusinessWay retained BusinessWay's franchise retail operations,
        as
        the retail operations of BusinessWay were not included under the terms of
        the
        Acquisition.  At the closing date of acquisition, a new Board of
        Directors was formed consisting of the principals of BusinessWay, Cor-Bit
        as
        well as one former director of the company were put into place to lead the
        company in its new business direction.
 
 On
        January 31, 2001 GlobalNetCare changed its name to BusinessWay International
        Corporation.  The name change took effect at the opening for trading
        on the OTC Bulletin Board on Thursday, February 8, 2001 under the new stock
        symbol "BITL".  BusinessWay also increased its authorized capital from
        100,000,00 shares of $0.001 par value common stock and 40,000,000 Class A
        Special Voting shares, without par value, to 300,000,000 shares of $0.001
        par
        value common stock and 120,000,000 Class A Special Voting Shares, without
        par
        value.
 
 With
        the
        unforeseen downturn in the economy and computer industry as well as major
        price-cutting by competitors, the company was required to restructure and
        streamline certain operations.  The independent franchise of existing
        retail stores put a major strain and load on the operations of Cor-Bit and
        BusinessWay Group.  The relationship with the independent retailers
        deteriorated and management was faced with many restructuring and
        streamlining.  As a result, the company a new direction of
        "Corporately owned and operated retail stores". The techniques and application
        of the B2B system software was key in successfully implementing the new computer
        division strategy.
 
  4
  By
        2004
        the company had no operating businesses.  On September 24, 2004, the
        Company entered into an Acquisition Agreement to purchase Inter Canadian
        Business Services, Ltd. A Canadian Corporation with its corporate headquarters
        located in Westmount, Quebec, Canada, which owned all the issued and outstanding
        shares of Puritan Securities, Inc., a New York Corporation located in New
        York,
        New York, an SEC registered broker-dealer and a member of the
        NASD.  The aggregate consideration for the acquisition was 86,173,987
        newly issued post five to one reverse common shares of the Company.
 
 Inter
        Canadian Business Services, Ltd. was a business consulting company located
        in
        Greater Montreal, Canada servicing companies throughout the world intending
        to
        do business in Canada that owned a U.S. licensed broker-dealer based in New
        York
        City, that specializes in servicing small to mid-sized companies that cover
        an
        extensive range of services from taking companies public in the United States,
        incorporation, back-office administration to capital raising in a variety
        of
        industry sectors. Inter Canadian Business Services, Ltd. has placed its emphasis
        on accounting, financial and administrative support for their
        clients.
 
 On
        September 24, 2004, at a Special meeting of the Shareholders, the Company
        approved to change its name from BusinessWay International Corporation to
        ICBS
        International Corp; and that the shares to acquire Inter Canadian Business
        Services, Ltd. shall have no voting rights until the conditions as set forth
        in
        the Acquisition Agreement have been fully met.  The Acquisition
        Agreement called for a minimum of $500,000USD in cumulative profit, from
        January
        1, 2005 to December 31, 2005 or to have raised a minimum of $1,000,000USD
        of
        additional financing on or before December 31, 2005 for up to 12,000,000
        additional common shares. In the event the said conditions were not met by
        December 31, 2005, these newly issued shares were cancelled.
 
 On
        December 6, 2004 the Company changed its name to ICBS International Corp.,
        changed its trading symbol to ICBO, reversed split all the Company’s issued
        shares on a five for one basis, and acquired Inter Canadian Business Services
        Ltd. of Westmont, Quebec, Canada including its subsidiary Puritan Securities,
        Inc. of New York, New York, an SEC registered broker-dealer and a member
        of the
        NASD for 86,173,987 newly issued shares subject to voting restrictions and
        performance conditions.
 
 On
        February 14, 2005, after ICBS International Corp. was unable to fulfill the
        performance condition, the acquisition of Inter Canadian Business Services
        Ltd.
        was cancelled and the 86,173,987 shares were returned to treasury.  On
        the same date, the Company acquires back Puritan Securities, Inc. of New
        York,
        New York for 17,909,507 newly issued shares.  These new shares were
        not subject to any voting restrictions or performance conditions.  In
        addition all outstanding Class A Special Voting Shares were converted to
        common
        and the series was eliminated.
 
 On
        May 9,
        2005 the Company was acquired and merged into Wah King Invest Corp., a Delaware
        corporation in a corporate reorganization.  In addition, the Company
        reversed split all its issued shares on a ten for one basis.
 
 On
        November 15, 2005 a majority of the shareholders of record by special meeting
        of
        the shareholders approved the sale of the Company’s subsidiary Puritan
        Securities, Inc. to Blue Ribbon International Corp., an OTC publicly traded
        company that thereafter changed its name to Puritan Financial Group, Inc.
        (hereinafter “Puritan Financial”) for 37,500,000 preferred shares of Puritan
        Financial which were converted to 7,500,000 common shares of Puritan Financial
        after a 25 to 1 reverse.  On November 15, 2005 the Company issued the
        Puritan Financial shares as a stock dividend to its shareholders of record
        on
        November 21, 2005.
 
 On
        January 26, 2007 the Company focus changed.  On that date the Company
        changed its European consultants and began negotiations for the acquisition
        of
        properties and building facilities in The Netherlands and Germany.  As
        a consequence of the change, the Company changed its name to its current
        name
        Royal Invest International Corp.
 
  5
  **(C)            BUSINESS**
 
 On
        November 15, 2005 the former subsidiary, Puritan Securities, Inc., was sold
        to
        Puritan Financial, and the Company issued the Puritan Financial shares as
        a
        stock dividend to its shareholders of record on November 21,
        2005.  Prior, on February 12, 2005, the Company entered into an
        agreement with Puritan Securities, Inc. and issued 17,909,507 shares of its
        common stock to acquire it.  In connection with the merger, Puritan
        Securities, Inc. became a wholly owned subsidiary of the
        Company.  Prior to the merger and after the spin-out, the Company was
        a non-operating “shell” corporation.
  The
        Company on December 29, 2006, acquired two Dutch “shell” corporations which
        became wholly owned subsidiaries of the Company.  The shell
        corporations have no assets or liabilities.  The shell corporations
        will be utilized to acquire the investment properties and to account for
        the
        operation of the applicable properties.
  On
        January 26, 2007, the Company filed an amendment with the Secretary of State
        of
        the state of Delaware to change the name of the Company from Wah King Invest
        Corp. to Royal Invest International Corp.
  On February 16, 2007, the Company signed a Letter of Intent to acquire a
        Class A
        commercial property in Badhoevedorp, The Netherlands, having a total of 2,246
        square meters (approximately 24,176 square feet) from Mr. Nielkanth Baldewpersad
        Tewarie for a total price of €3,475,000 (US$ 4,726,000) (excluding the turnover
        tax).  The acquisition closing is still pending subject to obtaining
        bank financing for the property.
 
 On
          March 13, 2007, the Company signed a Letter of Intent to acquire Class
          A
          commercial property in Assen, The Netherlands with a total of 34,756 square
          meters (approx. 374,113 square feet) from Muermans Vastgoed 46 BV for a
          total
          renegotiated price of €24,311,000 (US$ 33,062,960)(excluding the buyers cost for
          legal transfers).  The closing is still pending subject to obtaining
          bank financing for the properties.  Part of the acquisition price will
          be paid in shares of the Company’s common stock, which is yet to be
          determined.
 
 On May 25, 2007, the Company signed a Letter of Intent to acquire Class
          A
          commercial properties in the Netherlands and Germany with a total of 45,784
          square meters (approx. 492,818 square feet) from Machine Transport Midden
          Nederland BV, FVG BV, Emile-Staete BV and Rico Staete for a total renegotiated
          price of €37,666,000 (US$ 51,225,760) (excluding the buyers cost for legal
          transfers).  The closing is still pending subject to obtaining bank
          financing for the properties.  Part of the acquisition price will be
          paid in shares of the Company’s common stock which is yet to be
          determined.
 **STRATEGY**
 
 Our
        business strategy is to acquire commercial real estate in Europe in very
        good
        locations and to transform them to Class A properties.  Sustainable
        growth of the Dutch and German commercial real estate market has bottomed
        out to
        a state of minor growth.  The main reason for this trend is the small
        and medium enterprises in the Netherlands and Germany are having great
        difficulties in finding suitable commercial real estate space to buy or
        lease.  The combination of online (virtual) and offline (physical)
        business has changed the way companies interact and collaborate with each
        other
        and their customers.  Shorter time to market cycles and lower margins
        are forcing companies to specialize in a specific field and outsource all
        non-specific business process and services.  The uniqueness of the
        Company’s concept is that we can cater for a growing demand for sector specific
        complimentary business services combined with suitable commercial real estate
–
also on a short lease basis.  The current competition is only offering
        bare square meters instead of square meters in combination with value added
        services and close proximity of peer companies.
 
 **Forward
        Looking Statements**
 
 The
        statements contained in this report that are not historical fact are
        forward-looking statements that which can be identified by the use of
        forward-looking terminology such as “believes,” “expects,” “may,” “will,”
“should,” or “anticipates” or the negative thereof or other variations, thereon
        or comparable terminology, or by discussions of strategy that involve risks
        and
        uncertainties.  We have made the forward-looking statements with
        management’s best estimates prepared in good faith.
 
 Because
        of the number and range of the assumptions underlying our projections and
        forward-looking statements, many of which are effected by significant
        uncertainties and contingencies that are beyond our reasonable control, some
        of
        the assumptions inevitably will not materialize and unanticipated events
        and
        circumstances may occur subsequent to the date of this prospectus.
 
  6
  These
        forward-looking statements are based on current expectations, and we will
        not
        update this information other than required by law.  Therefore, the
        actual experience of Royal Invest International Corp. (“Company”), and results
        achieved during the period covered by any particular projections and other
        forward-looking statements should not be regarded as a representation by
        the
        Company, or any other person, that we will realize these estimates and
        projections, and actual results may vary materially.  We cannot assure
        you that any of these expectations will be realized or that any of the
        forward-looking statements contained herein will prove to be
        accurate.  Section 27A(b)(1)(C) of the Securities Act and Section
        21E(b)(1)(C) provide that the safe harbor for forward looking statements
        does
        not apply to statements made by companies such as ours that issue penny
        stock.
 
 
 **ITEM
        2.             DESCRIPTION
        OF PROPERTY**
 
 The
        following properties are used in the operation of our business:
 
 Our
        principal executive and administrative offices are located at 1350 Avenue
        of the
        Americas, 24th
        Floor, New York, New York 10019-4702, in the United States of
        America.  We pay no rent at this time.
 
 
 **ITEM
        3.             LEGAL
        PROCEEDINGS**
 
 In
        the
        normal course of our business, we and/or our subsidiaries are named as
        defendants in suits filed in various state and federal courts.  We
        believe that none of the litigation matters in which we, or any of our
        subsidiaries, are involved would have a material adverse effect on our
        consolidated financial condition or operations.
 
 There
        is
        no other past, pending or, to the Company’s knowledge, threatened litigation or
        administrative action which has or is expected by the Company’s management to
        have a material effect upon our Company’s business, financial condition or
        operations, including any litigation or action involving our Company’s officers,
        directors, or other key personnel.
 
 
 **ITEM
        4.             SUBMISSION
        OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 On
        November 15, 2005 a majority of the shareholders of record by special meeting
        of
        the shareholders approved the sale of the Company’s subsidiary Puritan
        Securities, Inc. to Blue Ribbon International Corp., an OTC publicly traded
        company that thereafter changed its name to Puritan Financial Group, Inc.
        (hereinafter “Puritan Financial”) for 37,500,000 preferred shares of Puritan
        Financial which were converted to 7,500,000 common shares of Puritan Financial
        after a 25 to 1 reverse.  On November 15, 2005 the Company issued the
        Puritan Financial shares as a stock dividend to its shareholders of record
        on
        November 21, 2005.
 
 On
        January 26, 2007 a majority of the shareholders of record by special meeting
        of
        the shareholders approved to change the name of the Company from Wah King
        Invest
        Corp. to our current name Royal Invest International Corp.
  7
 
 **PART
        II**
 
 **ITEM
        5.            MARKET
        FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER
        PURCHASES OF EQUITY SECURITIES**
 
 On
        August
        3, 2007, there were approximately 115 shareholders of record of our common
        stock.  Our common stock currently is available for trading on the OTC
        under the symbol “RIIC.”
  The
        Company was formed on October 30, 1980. On November 1, 1999, the Company’s
        common stock was listed for trading on the OTC originally under the symbol
“GBCR.”  The trading market for the Company’s stock is limited and
        sporadic and should not be deemed to constitute an “established trading
        market”.  In connection with the change in the Company’s name to
        BusinessWay International, Inc., the Company’s symbol was changed to “BITL” on
        February 8, 2001.  In connection with the change of the Company’s name
        to ICBS International Corp., and the 5 for 1 split the Company’s symbol was
        changed to “ICBO” on December 9, 2005. In connection with the change of the
        Company’s name to Wah King Invest Corp. and the 10 for 1 split, the Company’s
        symbol was changed to “WAHK” on June 9, 2005.
 
 The
        following table sets forth the range of high and low bid prices of the Company’s
        common stock during the periods indicated. Such prices reflect prices between
        dealers in securities and do not include any retail markup, markdown or
        commission and may not necessarily represent actual transactions.  The
        information set forth below was provided by NASDAQ Trading & Market
        Services.
 
 **HIGH**
              
              **LOW****FISCAL
                  YEAR ENDED DECEMBER 31, 2005**First
                  Quarter – March 31, 2005
              
              1.20
              
              0.50Second
                  Quarter – June 30, 2005
              
              1.15
              
              0.25Third
                  Quarter – September 30, 2005
              
              0.51
              
              0.25Fourth
                  Quarter – December 31, 2005
              
              1.00
              
              0.17**FISCAL
                  YEAR ENDED DECEMBER 31, 2006**First
                  Quarter – March 31, 2006
              
              1.01
              
              0.17Second
                  Quarter – June 30, 2006
              
              0.55
              
              0.10Third
                  Quarter – September 30, 2006
              
              0.83
              
              0.20Fourth
                  Quarter – December 31, 2006
              
              0.60
              
              0.15**FISCAL
                  YEAR ENDED DECEMBER 31, 2007**First
                  Quarter – March 31, 2007
              
              0.23
              
              0.10Second
                  Quarter – June 30, 2007
              
              0.15
              
              0.11
 
 The
        closing bid price for the common stock as reported by the OTC on August 3,
        2007
        was $0.25.
 
 **Preferred
        Stock**
 
 The
        company has 1,000,000 of preferred stock authorized with a par value of
        $0.001.  None of these securities are issue or
        outstanding.
 
 **Transfer
        Agent**
 
 The
        Company’s transfer agent and registrar of the common stock is:
 
 Interwest Transfer Co., Inc.
 1981 East 4800 South, Suite 100
 Salt
                  Lake City, UT 84117
 
  8
  **Warrants**
 
 The
        Company has no Warrants outstanding as of this date.
 
 **Options**
 
 The
        Company has no Stock Option Plan as of this date.
 
 
 **Penny
        Stock Considerations**
 
 Because
        our shares trade at less than $5.00 per share, they are “penny stocks” as that
        term is generally defined in the Securities Exchange Act of 1934 to mean
        equity
        securities with a price of less than $5.00. Our shares thus will be subject
        to
        rules that impose sales practice and disclosure requirements on broker-dealers
        who engage in certain transactions involving a penny stock.
 
 Under
        the
        penny stock regulations, a broker-dealer selling a penny stock to anyone
        other
        than an established customer or accredited investor must make a special
        suitability determination regarding the purchaser and must receive the
        purchaser’s written consent to the transaction prior to the sale, unless the
        broker-dealer is otherwise exempt. Generally, an individual with a net worth
        in
        excess of $1,000,000 or annual income exceeding $100,000 individually or
        $300,000 together with his or her spouse is considered an accredited investor.
        In addition, under the penny stock regulations the broker-dealer is required
        to:
 
 o
              Deliver,
                  prior to any transaction involving a penny stock, a disclosure
                  schedule
                  prepared by the Securities and Exchange Commissions relating to
                  the penny
                  stock market, unless the broker-dealer or the transaction is otherwise
                  exempt;
 o
              Disclose
                  commissions payable to the broker-dealer and our registered
                  representatives and current bid and offer quotations for the
                  securities;
 o
              Send
                  monthly statements disclosing recent price information pertaining
                  to the
                  penny stock held in a customer’s account, the account’s value and
                  information regarding the limited market in penny stocks;
                  and
 o
              Make
                  a special written determination that the penny stock is a suitable
                  investment for the purchaser and receive the purchaser’s written agreement
                  to the transaction, prior to conducting any penny stock transaction
                  in the
                  customer’s account.
 
 Because
        of these regulations, broker-dealers may encounter difficulties in their
        attempt
        to sell shares of our common stock, which may affect the ability of selling
        shareholders or other holders to sell their shares in the secondary market
        and
        have the effect of reducing the level of trading activity in the secondary
        market.  These additional sales practice and disclosure requirements
        could impede the sale of our securities, if our securities become publicly
        traded. In addition, the liquidity for our securities may be decreased, with
        a
        corresponding decrease in the price of our securities.  Our shares in
        all probability will be subject to such penny stock rules and our shareholders
        will, in all likelihood, find it difficult to sell their
        securities.
 
 **Dividends**
 
 We
        do not
        anticipate paying dividends in the foreseeable future.  We plan to
        retain any future earnings for use in our business.  Any decisions as
        to future payments of dividends will depend on our earnings and financial
        position and such other facts as the Board of Directors deems
        relevant.
 
 **Recent
        Sales of Unregistered Securities**
 
 The
        following is information for all securities that the Company sold during
        its
        current fiscal year ended December 31, 2006.  Information with
        respect to previously reported sales prior to January 1, 2006 may be found
        in
        the Company’s prior year filings.
 
  9
  During
        the period March 1, 2005 to July 31, 2005, the Company issued convertible
        promissory notes aggregating $589,000. The notes are unsecured and bear interest
        at a rate of 10% per annum. The principal and interest is due June 27,
        2006.  On November 16, 2005 a majority holders of the outstanding
        notes opted to convert the principal and interest on their notes into common
        shares of the Company at $0.75 per share.  The Company converted
        $542,067 of notes plus interest into 849,176 shares of common
        stock.
 
 During
        the period January 1, 2006 to March 31, 2006, the Company issued additional
        convertible promissory notes aggregating $220,000.  The notes are
        unsecured and bear interest at a rate of 10% per quarter.  The
        principal and interest is due 90 days after the issuance of the notes, but
        automatically renews and continues to accrue interest.
 
 All
        outstanding notes are currently in default.
 
 In
        May
        2006 the Company repaid $30,000 of the principal on remaining outstanding
        notes.
 
 Subsequent
                  Event
 
 On
        June
        5, 2007, the Company sold 5,000,000 shares of the Company's common stock
        for Five Hundred Thousand Dollars ($500,000) to Mr. Harry
        Muermans.  To date Mr. Muermans has paid $250,000; the remaining
        $250,000 is being treated as a subscription receivable.  As a result
        of the above transaction, Mr. Muermans has become the Company’s largest
        shareholder, owing greater than 50% of the issued and outstanding shares
        of the
        Company.
  On
          July 23, 2007, the Company issued 987,934 shares
          of the Company's common stock each to Jerry Gruenbaum and Nathan Lapkin
          as
          compansation for services rendered to date valued at $0.12 per share for
          a total
          of 1975,868 shares valued at $118,552 each.
 We
        relied
        upon Section 4(2) of the Securities Act of 1933, as amended for the above
        issuances.  We believed that Section 4(2) was available
        because:
 
 o         None
        of these issuances involved underwriters, underwriting discounts or
        commissions;
 o
              We
                  placed restrictive legends on all certificates
                  issued;
 o
              No
                  sales were made by general solicitation or
                  advertising;
 o
              Sales
                  were made only to accredited investors or investors who were sophisticated
                  enough to evaluate the risks of the
                  investment.
 
 In
        connection with the above transactions, although some of the investors may
        have
        also been accredited, we provided the following to all investors:
 
 o         Access
        to all our books and records.
 o         Access
        to all material contracts and documents relating to our operations.
 o
              The
                  opportunity to obtain any additional information, to the extent
                  we
                  possessed such information, necessary to verify the accuracy of
                  the
                  information to which the investors were given
                  access.
 
 
 **ITEM
                  6.            
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                  OPERATIONS**
 
 Overview
 
 On
        January 5, 2007 the Company changed its fiscal year from July 31 to December
        31.  As a result of that change, the Company is filing this Annual Report
        for the period between August 1, 2006 and December 31, 2006.  The following
        discussion should be read in conjunction with the financial statements for
        the
        five months ended December 31, 2006 included with this Form 10-KSB.
 
 The
        following discussion and analysis provides certain information, which the
        Company’s management believes is relevant to an assessment and understanding of
        the Company’s results of operations and financial condition for the five months
        ended December 31, 2006.  This discussion and analysis should be read
        in conjunction with the Company’s financial statements and related
        footnotes.
 
  10
  The
        statements contained in this section that are not historical facts are
        forward-looking statements (as such term is defined in the Private Securities
        Litigation Reform Act of 1995) that involve risks and
        uncertainties.  Such forward-looking statements may be identified by,
        among other things, the use of forward-looking terminology such
        as  “believes,” “expects,” “may,” “will,” should” or “anticipates” or
        the negative thereof or other variations thereon or comparable terminology,
        or
        by discussions of strategy that involve risks and uncertainties.  From
        time to time, our representatives or we have made or may make forward-looking
        statements, orally or in writing.  Such forward-looking statements may
        be included in our various filings with the SEC, or press releases or oral
        statements made by or with the approval of our authorized executive
        officers.
 
 These
        forward-looking statements, such as statements regarding anticipated future
        revenues, capital expenditures and other statements regarding matters that
        are
        not historical facts, involve predictions.  Our actual results,
        performance or achievements could differ materially from the results expressed
        in, or implied by, these forward-looking statements.  We do not
        undertake any obligation to publicly release any revisions to these
        forward-looking statements or to reflect the occurrence of unanticipated
        events.  Many important factors affect our ability to achieve its
        objectives, including, among other things, technological and other developments
        in the Internet field, intense and evolving competition, the lack of an
“established trading market” for our shares, and our ability to obtain
        additional financing, as well as other risks detailed from time to time in
        our
        public disclosure filings with the SEC.
 
 The
        Company was incorporated in the State of Delaware as part of a reorganization
        on
        May 2, 2005.  In January 2007 the Company changed its name to Royal
        Invest International Corp. (“Royal Invest”) and trades on the OTC under the
        stock symbol “RIIC”.  The Company was originally organized on October
        30, 1980, under the laws of the State of Florida as C.N.W. Corp.  The
        Company did not have any activity before 1998 and, accordingly, commencement
        of
        its development stage is considered to be at the beginning of
        1998.  On July 21, 1998, the Company increased its capitalization from
        1,000 common shares to 50,000,000 common shares. The par value was changed
        from
        $1 to $0.001.  On July 21, 1998, the Company changed its name to C.N.W
        of Orlando Inc., and on December 28, 1998 it changed its name to GlobalNetCare,
        Inc.  The company's direction and sole activities were to operate in
        Canada a medical Website.  The medical Website never totally
        developed.
 
 On
        September 12, 2000, the Company acquired all the issued and outstanding shares
        of Cor-Bit Peripherals Inc. and BusinessWay Computer Centers Inc.  On
        January 31, 2001 GlobalNetCare changed its name to BusinessWay International
        Corporation.  By 2004 the company had no operating
        businesses.
 
 On
        December 6, 2004 the Company changed its name to ICBS International Corp.,
        reversed split all the Company’s issued shares on a five for one basis, and
        acquired Inter Canadian Business Services Ltd. also known as Service D’affaires
        Inter Canadian Ltee of Westmont, Quebec, Canada including its subsidiary
        Puritan
        Securities, Inc. of New York, New York, an SEC registered broker-dealer and
        a
        member of the NASD for 86,173,987 newly issued shares subject to voting
        restrictions and performance conditions.  On February 14, 2005 the
        acquisition of Inter Canadian Business Services Ltd. was cancelled, and the
        Company acquires back Puritan Securities, Inc. of New York, New York for
        17,909,507 newly issued shares.  These shares were not subject to any
        voting restrictions or performance conditions.  In addition all
        outstanding Class A Special Voting Shares were converted to common and the
        series was eliminated.
 
 On
        May 9,
        2005 the Company was acquired and merged into Wah King Invest Corp., a Delaware
        corporation in a corporate reorganization.  In addition, the Company
        reversed split all its issued shares on a ten for one basis.
 
 On
        November 15, 2005 a majority of the shareholders of record by special meeting
        of
        the shareholders approved the sale of the Company’s subsidiary Puritan
        Securities, Inc. to Blue Ribbon International Corp., an OTC publicly traded
        company that thereafter changed its name to Puritan Financial Group, Inc.
        (hereinafter “Puritan Financial”) for 37,500,000 preferred shares of Puritan
        Financial which were converted to 7,500,000 common shares of Puritan Financial
        after a 25 to 1 reverse.  On November 15, 2005 the Company issued the
        Puritan Financial shares as a stock dividend to its shareholders of record
        on
        November 21, 2005.
  11
  
 On
        January 26, 2007 the Company focus changed.  On that date the Company
        changed its European consultants and began negotiations for the acquisition
        of
        properties and building facilities in The Netherlands and Germany.  As
        a consequence of the change, the Company changed its name to its current
        name
        Royal Invest International Corp.
 
 Unless
        the context indicates otherwise, the terms “Company,” “Corporate”, “Royal
        Invest,” and “we” refer to Royal Invest International Corp. and its subsidiary.
        Our executive offices are located at 1350 Avenue of the Americas, 24th Floor,
        New York,
        NY 10019-4702.
 
 **RESULTS
        OF OPERATIONS FOR THE FIVE MONTHS ENDED DECEMBER 31, 2006 AND
        2005**
 
 **OVERVIEW**
 
 On
        November 15, 2005 the former subsidiary, Puritan Securities, Inc., was sold
        to
        Puritan Financial, and the Company issued the Puritan Financial shares as
        a
        stock dividend to its shareholders of record on November 21,
        2005.  Prior, on February 12, 2005, the Company entered into an
        agreement with Puritan Securities, Inc. and issued 17,909,507 shares of its
        common stock to acquire it.  In connection with the merger, Puritan
        Securities, Inc. became a wholly owned subsidiary of the
        Company.  Prior to the merger and after the spin-out, the Company was
        a non-operating “shell” corporation.
  In
        five
        months ended December 31, 2006 the company incurred a net operating loss of
        $42,986 or a loss of ($0.01) per share compared to a net operating loss of
        $149,178 or a loss of $0.04 per share for the five months ended December
        31, 2005.  The primary factor contributing to the net earnings loss
        were from expenses incurred in seeking an acquisition of real estate in
        Europe.
 
 
 **2006**
                    
                    
                    **2005**Administrative
                        expenses
                    
                    $
                    31,111
                    
                    
                    $
                    84,428Consulting
                          expenses incurred in seeking
                          acquisitions
                    
                    
                    -
                    
                    
                    
                    50,000Operating Loss
                    
                    
                    (31,111
                    )
                    
                    
                    (134,428
                    )Net
                        Other
                        Expenses
                    
                    
                    (11,875
                    )
                    
                    
                    (14,750
                    )Net
                        Loss Before Taxes from Continuing
                        Operations
                    
                    
                    (42,986
                    )
                    
                    
                    (149,178
                    )Provision
                        for Income
                        Taxes
                    
                    
                    -
                    
                    
                    
                    -Net
                        Loss from Continued
                        Operations
                    
                    
                    (42,986
                    )
                    
                    
                    (149,178
                    )Loss
                      from Discontinued Operations
                    
                    
                    -
                    
                    
                    
                    (3,421
                    )Loss
                      on Disposal of Discontinued Operations
                    
                    
                    
                    
                    
                    
                    (32,409
                    )Net
                      Loss
                    
                    $
                    (42,986
                    )
                    
                    $
                    (185,008
                    )
 **SALES**
 
 The
          Company had no revenues for the five months ended December 31, 2006
          and for the five months ended Decemner 31, 2005.  The Company
          incurred operating expenses of $31,111 for the five months ended December
          31,
          2006 and $134,428 for the five months ended December 31,
          2005.
  12
  **INCOME
          BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS**
 
 Pre-tax
          loss before discontinued operations was $(42,986) for the five months ended
          December 31, 2006 and (149,178) for the five months ended December 31,
          2005.
 Corporate
        and other expenses were $31,111 for the five months ended December 31, 2006
        as compared to $134,428 for the five months ended December 31, 2005 due
        principally to expenses incurred in seeking an acquisition of real estate
        in Europe.
 
 **LIQUIDITY
        AND CAPITAL RESOURCES**
 
 As
        presented in the Consolidated Statement of Cash Flows, net cash used in
        operating activities was $(422) for the five months ended December 31,
        2006.  Working capital requirements are anticipated to increase
        substantially in the later part of fiscal year ended December 31,
        2007.
 
 The level of capital expenditures is expected to remain the same in the first
        half of fiscal year ended December 31, 2007 but increase substantially in
        the
        second half, and the source of funds for such expenditures is expected to
        be
        cash from revenues and institutional financing.
 
 At
        December 31, 2006 the Company’s total debt was $379,697.  The Company
        believes that its funding sources are adequate for its anticipated
        requirements.
 
 Shareholders’
        deficit was $(379,697) at December 31, 2006.
 
 We
        believe that cash generated from operations, together with our bank credit
        lines
        we are working on obtaining, will provide us with a majority of our
        liquidity to meet our operating requirements.  We believe that the
        combination of funds available through future anticipated financing
        arrangements, as discussed below, coupled with forecasted cash flows would
        be
        sufficient to provide the necessary capital resources for our anticipated
        working capital, capital expenditures and debt repayments for at least the
        next
        twelve months.
 
 We
        are
        seeking to raise up to additional capital from private investors and
        institutional investors in the next few months, but there can be no assurance
        that we will be successful in doing so.  If we are not successful in
        raising any of this additional capital, our current cash resources may not
        sufficient to fund our current operations.
 
 We
        may
        experience problems, delays, expenses, and difficulties sometimes encountered
        by
        an enterprise in our stage of development, many of which are beyond our
        control.  For potential acquisitions, these include, but are not
        limited to, unanticipated problems relating to the identifying partner(s),
        obtaining financing, culminating the identified partner due to a number of
        possibilities (prices, dates, terms, etc).  Due to limited experience
        in operating the combined entities for the Company, we may experience production
        and marketing problems, incur additional costs and expenses that may exceed
        current estimates, and competition.
  13
  **Critical
        Accounting Policies and Estimates**
 
 In
        preparing our consolidated financial statements in conformity with accounting
        principles generally accepted in the United States of America, we must make
        decisions that impact the reported amounts of assets, liabilities, revenues
        and
        expenses, and related disclosures.  Such decisions include the
        selection of the appropriate accounting principles to be applied and the
        assumptions on which to base accounting estimates.  In reaching such
        decisions, we apply judgments based on our understanding and analysis of
        the
        relevant circumstances, historical experience, and actuarial valuations.
        Actual
        amounts could differ from those estimated at the time the consolidated financial
        statements are prepared.
 
 Our
        significant accounting policies are described in Note A to the consolidated
        financial statements.  Some of those significant accounting policies
        require us to make difficult subjective or complex judgments or estimates.
        An
        accounting estimate is considered to be critical if it meets both of the
        following criteria: (i) the estimate requires assumptions about matters that
        are
        highly uncertain at the time the accounting estimate is made, and (ii) different
        estimates that reasonably could have been used, or changes in the estimate
        that
        are reasonably likely to occur from period to period, would have a material
        impact on the presentation of our financial condition, changes in financial
        condition or results of operations.
 
 
 **ITEM
        7.           FINANCIAL
        STATEMENTS**
 
 **ROYAL
          INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
  **(FORMERLY
          WAH KING INVEST CORP.)**
 
 **FINANCIAL
          STATEMENTS**
  **FOR
          THE FIVE MONTHS ENDED DECEMBER 31, 2006 (AUDITED) AND 2005
          (UNAUDITED)**
  
   CONTENTS
 ______________________________________________________________________________________________
 
 Report
                    of Independent Registered Public Accounting Firm
                Page  1
 
 Consolidated
                    Balance Sheet
                2
 
 Consolidated
                    Statements of Operations
                3
 
 Consolidated
                    Statements of Cash Flows
                4
 
 Consolidated
                    Statements of Stockholders’ Deficit
                6
 
 Notes
                    to Consolidated Financial Statements
                7
 
   
 
 MEYLER
          & COMPANY, LLC
 Certified
          Public Accountants
 One
          Arin
          Park
 1715
          Highway 35
 Middletown,
          NJ 07748
 
 Report
          of
          Independent Registered Public Accounting Firm
 
 To
          the
          Board of Directors
 Royal
          Invest International Corp. and Subsidiary
 Amsterdam,
          The Netherlands
 
  We
          have
          audited the accompanying consolidated balance sheet of Royal Invest
          International Corp. (Formerly Wah King Invest Corp.) and Subsidiary as
          of
          December 31, 2006 and the related consolidated statements of operations,
          stockholders’ deficit, and cash flows for the five months ended December 31,
          2006. These consolidated financial statements are the responsibility of
          the
          Company’s management. Our responsibility is to express an opinion on these
          financial statements based on our audit.
   We
          conducted our audit in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit 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 audit included consideration of internal control
          over
          financial reporting as a basis for designing audit procedures that are
          appropriate in the circumstances, but not for the purpose of expressing
          an
          opinion of 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, 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 provides a reasonable
          basis
          for our opinion.
   In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of Royal Invest International
          Corp.
          (Formerly Wah King Invest Corp.) and Subsidiary as of December 31, 2006
          and the
          results of its operations, and its cash flows for the five month period
          ended
          December 31, 2006 in conformity with accounting principles generally accepted
          in
          the United States of America.
   The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. As discussed in Note A to the financial
          statements, the Company has an accumulated deficit of $994,696 and a negative
          working capital of $379,697 at December 31, 2006, and there are existing
          uncertain conditions the Company faces relative to its ability to obtain
          capital
          and operate successfully. These conditions raise substantial doubt about
          its
          ability to continue as a going concern. Management’s plans regarding these
          matters are also described in Note A. The financial statements do not include
          any adjustments that might result from the outcome of these
          uncertainties.
   See
          also
          Note C as to funds not accounted for.
  /s/ Meyler & Company, LLC
 
 Middletown,
          NJ
 July
          19,
          2007 (Except as to Note K which is August 2, 2007)
  F
              -
              1
 
 **ROYAL
          INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
          WAH KING INVEST CORP.)**
 
 **CONSOLIDATED
          BALANCE SHEETS**
 
 **December
          31, 2006**
 
 **ASSETS**
 
 CURRENT
                        ASSETS
                    
                    $
                    -Total
                        current assets
                    
                    $
                    -
 
 CURRENT
                          LIABILITIESBank
                          overdraft
                      
                      $
                      362Accounts
                          payable
                      
                      
                      46,778Income
                          taxes payable
                      
                      
                      2,452Due
                          to related party
                      
                      
                      12,724Convertible
                          promissory notes payable
                      
                      
                      285,000Accrued
                          interest
                      
                      
                      32,381Total
                          current liabilities
                      
                      
                      379,697STOCKHOLDERS’
                          DEFICITClass
                          A special voting stock, no par value; 120,000,000shares
                          authorized; none issued and outstanding
                      
                      
                      -Common
                          stock, $0.001 par value; 300,000,000 sharesauthorized;
                          4,236,372  issued and outstanding atDecember
                          31, 2006
                      
                      
                      4,236Additional
                          paid-in capital
                      
                      
                      610,763Accumulated
                          deficit
                      
                      
                      (994,696
                      )Total
                          Stockholders’ Deficit
                      
                      
                      (379,697
                      )TOTAL
                          LIABILITIES AND STOCKHOLDERS’ DEFICIT
                      
                      $
                      -
  See
          accompanying notes to consolidated financial statements.
 F
              -
              2
 **LIABIILITIES
          AND STOCKHOLDERS’ DEFICIT**
 **ROYAL
          INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
          WAH KING INVEST CORP.)**
 
 **CONSOLIDATED
          STATEMENT OF OPERATIONS**
   For
                        the five months endedDecember
                        31,2006
                    
                    
                    2005(Unaudited)EXPENSESAdministrative
                        expenses
                    
                    $
                    31,111
                    
                    
                    $
                    84,428Consulting
                        expenses incurred in seeking acquisitions
                    
                    
                    -
                    
                    
                    
                    50,000Total
                        Expenses
                    
                    
                    31,111
                    
                    
                    
                    134,428OPERATING
                        LOSS
                    
                    
                    (31,111
                    )
                    
                    
                    (134,428
                    )OTHER
                        EXPENSESInterest
                        Expense
                    
                    
                    (11,875
                    )
                    
                    
                    (14,750
                    )Total
                        Other Expenses
                    
                    
                    (11,875
                    )
                    
                    
                    (14,750
                    )NET
                        LOSS BEFORE TAXES AND DISCONTINUED OPERATIONS
                    
                    
                    (42,986
                    )
                    
                    
                    (149,178
                    )PROVISION
                        FOR INCOME TAXES
                    
                    
                    -
                    
                    
                    
                    -LOSS
                        FROM CONTINUING OPERATIONS
                    
                    
                    (42,986
                    )
                    
                    
                    (149,178
                    )DISCONTINUED
                        OPERATIONS:Loss
                        from discontinued operations
                    
                    
                    -
                    
                    
                    
                    (3,421
                    )Loss
                        on disposal of discontinued operations
                    
                    
                    -
                    
                    
                    
                    (32,409
                    )-
                    
                    
                    
                    (35,830
                    )NET
                        LOSS
                    
                    $
                    (42,986
                    )
                    
                    $
                    (185,008
                    )NET
                        INCOME (LOSS) PER COMMON SHARE-Basic and DilutedFrom
                        continuing operations
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.04
                    )From
                        discontinued operations
                    
                    
                    -
                    
                    
                    
                    (0.01
                    )$
                    (0.01
                    )
                    
                    $
                    (0.05
                    )WEIGHTED
                        AVERAGE COMMON SHARES OUTSTANDING
                    
                    
                    4,236,372
                    
                    
                    
                    3,642,504
  
 See
          accompanying notes to consolidated financial statements.
  F
              -
              3
   **ROYAL
          INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
          WAH KING INVEST CORP.)**
 
 **CONSOLIDATED
          STATEMENTS OF CASH FLOWS**
 
 For
                        the five months endedDecember
                        31,2006
                    
                    
                    2005(Unaudited)CASH
                        FLOWS FROM OPERATING ACTIVITIESNet
                        loss
                    
                    $
                    (42,986
                    )
                    
                    $
                    (185,008
                    )Loss
                        from discontinued operations
                    
                    
                    
                    
                    
                    
                    (35,830
                    )(42,986
                    )
                    
                    
                    (149,178
                    )Adjustments
                        to reconcile net loss to netcash
                        used in operating activities:Loss
                        on disposal of Puritan Securities, Inc.
                    
                    
                    
                    
                    
                    
                    32,409Net
                        change in operating assets and liabilities,net
                        of discontinued operations:Decrease
                        in Federal and state income taxes payable
                    
                    
                    -
                    
                    
                    
                    (1,452
                    )Increase
                        in accounts payable
                    
                    
                    30,688
                    
                    
                    
                    3,532Increase
                        (decrease) in accrued interest
                    
                    
                    11,876
                    
                    
                    
                    (8,557
                    )Net
                        Cash Used in Continuing Operating Activities
                    
                    
                    (422
                    )
                    
                    
                    (123,246
                    )Loss
                        from discontinued operations
                    
                    
                    -
                    
                    
                    
                    (35,830
                    )Net
                        cash used in operating activities
                    
                    
                    (422
                    )
                    
                    
                    (159,076
                    )CASH
                        FLOWS FROM FINANCING ACTIVITIESBank
                        overdraft
                    
                    
                    362
                    
                    
                    
                    -Receivable
                        from officer
                    
                    
                    
                    
                    
                    
                    (25,750
                    )Repayment
                        of amount due to officer
                    
                    
                    
                    
                    
                    
                    (1,000
                    )Issuance
                        of convertible promissory notes
                    
                    
                    
                    
                    
                    
                    20,000Net
                        Cash Provided from (Used in) Financing Activities
                    
                    
                    362
                    
                    
                    
                    (6,750
                    )DECREASE
                        IN CASH
                    
                    
                    (60
                    )
                    
                    
                    (165,826
                    )CASH
                        BEGINNING OF PERIOD
                    
                    
                    60
                    
                    
                    
                    179,708CASH
                        END OF PERIOD
                    
                    $
                    -
                    
                    
                    $
                    13,882SUPPLEMENTAL
                        CASH FLOW INFORMATIONConversion
                        of promissory notes and interest to common stock
                    
                    
                    
                    
                    
                    $
                    542,067
   See
          accompanying notes to consolidated financial statements.
 
 F
              -
              4
  **ROYAL
                        INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
                      **(FORMERLY
                        WAH KING INVEST CORP.)****CONSOLIDATED
                        STATEMENT OF STOCKHOLDERS’ DEFICIT****For
                        the Period Ended December 31, 2006**Capital
                        Stock
                    
                    
                    Additional
                    
                    
                    
                    
                    
                    TotalCommon
                    
                    
                    Paid-In
                    
                    
                    Accumulated
                    
                    
                    Stockholder’sShares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Deficit
                    
                    
                    DeficitBalance
                        at July 31, 2004
                    
                    
                    3,331,696
                    
                    
                    $
                    3,331
                    
                    
                    
                    
                    
                    $
                    (95,510
                    )
                    
                    
                    (92,179
                    )Issuance
                      of common stock to settleprofessional
                      fees valued at$49,651
                    
                    
                    5,500
                    
                    
                    
                    6
                    
                    
                    
                    49,595
                    
                    
                    
                    
                    
                    
                    
                    49,601Issuance
                      of common stock to Brokers
                      in connection with theplacement
                      of convertiblepromissory
                        notes at $0.04 per share
                    
                    
                    50,000
                    
                    
                    
                    50
                    
                    
                    
                    19,950
                    
                    
                    
                    
                    
                    
                    
                    20,000Net
                        loss for year ended July 31, 2005
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (373,804
                    )
                    
                    
                    (373,804
                    )Balance
                        at July 31, 2005
                    
                    
                    3,387,196
                    
                    
                    
                    3,387
                    
                    
                    
                    69,545
                    
                    
                    
                    (469,314
                    )
                    
                    
                    (396,382
                    )Conversion
                        of Promissory Notes to common stock at an average price of
                        $0.64 per
                        share
                    
                    
                    849,176
                    
                    
                    
                    849
                    
                    
                    
                    541,218
                    
                    
                    
                    
                    
                    
                    
                    542,067Net
                        loss for the year ended July 31, 2006
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (482,396
                    )
                    
                    
                    (482,396
                    )Balance,
                        July 31, 2006
                    
                    
                    4,236,376
                    
                    
                    
                    4,236
                    
                    
                    
                    610,763
                    
                    
                    
                    (951,710
                    )
                    
                    
                    (336,711
                    )Net
                        loss for the five months ended December 31, 2006
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (42,986
                    )
                    
                    
                    (42,986
                    )Balance,
                        December 31, 2006
                    
                    
                    4,236,372
                    
                    
                    $
                    4,236
                    
                    
                    $
                    610,763
                    
                    
                    $
                    (994,696
                    )
                    
                    $
                    (379,697
                    )
 
  See
          accompanying notes to consolidated financial statements.
 
  F
              -
              5
  **ROYAL
          INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
          WAH KING INVEST CORP.)**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
          31, 2006 (AUDITED) AND 2005 (UNAUDITED)**
 
 NOTE
          A  NATURE OF BUSINESS, REVERSE MERGER, REVERSE STOCK SPLIT AND GOING
          CONCERN
 
 Nature
          of Business
 
 Royal
          Invest International Corp. (Formerly Wah King Invest Corp.) and Subsidiary
          (the
“Company”), a Delaware corporation, is currently in negotiation for the
          acquisition of properties and building facilities in The Netherlands and
          Germany.  Its former subsidiary, Puritan Securities, Inc., a
          broker-dealer registered with the Securities and Exchange Commission (SEC)
          and
          member of the National Association of Securities Dealers (NASD) was spun
          out of
          the company on November 15, 2005.
 
 Reverse
          Merger/Spin Out
 
 On
          November 15, 2005 the former subsidiary, Puritan Securities, Inc., was
          spun out
          of Royal Invest International Corp. and the shares distributed to shareholders
          of record as of November 21, 2005.  Previously, on February 12, 2005,
          Royal Invest International Corp. (formerly Wah King Invest Corp., formerly
          ICBS
          International Corp.) entered into an agreement with Puritan Securities,
          Inc. and
          issued 17,909,507 shares of its common stock to acquire Puritan Securities,
          Inc.  In connection with the merger, Puritan Securities, Inc. became a
          wholly owned subsidiary of ICBS International Corp.  Prior to the
          merger, Royal Invest International Corp. was a non-operating “shell”
corporation.  Pursuant to Securities and Exchange Commission rules,
          the merger of a private operating company, Puritan Securities, Inc., into
          a
          non-operating public shell corporation, with nominal net assets, is considered
          a
          capital transaction.  At the time of the merger, the officers and
          directors of ICBS International Corp. resigned and were replaced with the
          officers and directors of Puritan Securities, Inc.  For financial
          statement presentation purposes, the merger has been reflected in the financial
          statements as though it occurred on July 31, 2004.  Since the merger
          is a recapitalization and not a business combination, pro forma information
          is
          not presented.
 
 Reverse
          Stock Split
 
 On
          June
          20, 2005, the stockholders’ approved a 10 for 1 reverse split of its common
          stock.  Accordingly, all share and per share figures have been
          retroactively adjusted to account for the reverse split.
 
 Going
          Concern
 
 As
          shown
          in the accompanying financial statements, the Company has incurred an
          accumulated deficit of $994,696 and a negative working capital, $379,697
          at
          December 31, 2006. Management’s plans include the seeking of a merger with a
          profitable private company, the raising of capital through the equity markets
          to
          fund future operations, seek additional acquisitions, and the generating
          of
          revenue through such businesses. Failure to raise adequate capital, seek
          a
          merger candidate and generate adequate sales revenues could result in the
          Company having to curtail or cease operations. Additionally, even if the
          Company
          does raise sufficient capital to support its operating expenses and generate
          adequate revenues, there can be no assurances that the revenue will be
          sufficient to enable it to develop business to a level where it will generate
          profits and cash flows from operations. These matters raise substantial
          doubt
          about the Company’s ability to continue as a going concern. However, the
          accompanying financial statements have been prepared on a going concern
          basis,
          which contemplates the realization of assets and satisfaction of liabilities
          in
          the normal course of business. These financial statements do not include
          any
          adjustments relating to the recovery of the recorded assets or the
          classification of the liabilities that might be necessary should the Company
          be
          unable to continue as a going concern.
  F
              -
              6
 
  **ROYAL
          INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
          WAH KING INVEST CORP.)**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
          31, 2006 (AUDITED) AND 2005 (UNAUDITED)**
 
 NOTE
          B     SUMMARY OF SIGNIFICANT ACCOUNTING
          POLICIES
 
 Use
          of
          Estimates
 
 The
          preparation of financial statements in conformity with generally accepted
          accounting principles requires management to make estimates and assumptions
          that
          affect the amounts reported in the financial statements and accompanying
          notes.
          Actual results could differ from those estimates.
 
 Cash
          and Cash Equivalents
 
 The
          Company considers all highly liquid investments, with a maturity of three
          months
          or less when purchased, to be cash equivalents.
 
 Net
          Loss Per Common Share
 
 The
          Company computes per share amounts in accordance with Statement of Financial
          Accounting Standards (“SFAS”) No. 128, “Earnings per Share”. SFAS No. 128
          requires presentation of basic and diluted EPS. Basic EPS is computed by
          dividing the income (loss) available to Common Stockholders by the
          weighted-average number of common shares outstanding for the period. Diluted
          EPS
          is based on the weighted-average number of shares of Common Stock and Common
          Stock equivalents outstanding during the periods.
  Consolidated
          Financial Statements
  The
          consolidated financial statements include the Company and its former wholly
          owned subsidiary, Puritan Securities, Inc.  All significant
          intercompany transactions and balances have been eliminated in
          consolidation.
  Stock-Based
          Compensation
 
 The
          Company accounts for stock based compensation using the fair value
          method.
 
 The
          Company accounts for stock issued for services using the fair value method.
          In
          accordance with Emerging Issues Task Force (“EITF”) 96-18, the measurement date
          of shares issued for services is the date at which the counterparty’s
          performance is complete.
 
 Recent
          Accounting Pronouncements
 
 In
          June
          2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
          48, “Accounting for Income Tax Uncertainties” (“FIN 48”). FIN 48 defines the
          threshold for recognizing the benefits of tax return positions in the financial
          statements as “more-likely-than-not” to be sustained by the taxing authority.
          Recently issued literature also provides guidance on the de-recognition,
          measurement and classification of income tax uncertainties, along with
          any
          related interest and penalties. FIN 48 also includes guidance concerning
          accounting for income tax uncertainties in interim periods and increases
          the
          level of disclosures associated with any recorded income tax uncertainties.
          FIN
          48 is effective for the Company’s fiscal year beginning April 1, 2007, with
          earlier adoption permitted. The Company is currently evaluating the potential
          impact, if any, that the adoption of FIN 48 will have on its consolidated
          financial statements.
 
 In
          September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which
          defines fair value, establishes a framework for measuring fair value under
          other
          accounting pronouncements that permit or require fair value measurements,
          changes the methods used to measure fair value and expands disclosures
          about
          fair value measurements. In particular, disclosures are required to provide
          information on the extent to
 
 F
              -
              7
  **ROYAL
          INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
          WAH KING INVEST CORP.)**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **DECEMBER
          31, 2006 (AUDITED) AND 2005 (UNAUDITED)**
  NOTE
          B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Recent
          Accounting Pronouncements (Continued)
 
 which
          fair value is used to measure assets and liabilities; the inputs used to
          develop
          measurements; and the effect of certain of the measurements on earnings
          (or
          changes in net assets). SFAS No. 157 is effective for fiscal years beginning
          after November 15, 2007 and interim periods within those fiscal years.
          Early
          adoption, as of the beginning of an entity’s fiscal year, is also permitted,
          provided interim financial statements have not yet been issued. The Company
          is
          currently evaluating the potential impact, if any, that the adoption of
          SFAS No.
          157 will have on its consolidated financial statements.
 
 In
          September 2006, the Securities and Exchange Commission issued Staff Accounting
          Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when
          Quantifying Misstatements in Current Year Financial Statements” (“SAB No. 108”).
          SAB No. 108 provides guidance on how prior year misstatements should be
          considered when quantifying misstatements in the current year financial
          statements. SAB No. 108 requires registrants to quantify misstatements
          using
          both a balance sheet and an income statement approach and evaluate whether
          either approach results in quantifying a misstatement that, when all relevant
          quantitative and qualitative factors are considered, is material. SAB No.
          108
          does not change the guidance in SAB No. 99, “Materiality,” when evaluating the
          materiality of misstatements. SAB No. 108 is effective for fiscal years
          ending
          after November 15, 2006. Upon initial application, SAB No. 108 permits
          a
          one-time cumulative effect adjustment to beginning retained
          earnings.
 
 In
          February 2007, the FASB issued SFAS No. 159, *The Fair Value Option for
          Financial Assets and Financial Liabilities* (“SFAS 159”). SFAS 159 allows
          entities to measure at fair value many financial instruments and certain
          other
          assets and liabilities that are not otherwise required to be measured at
          fair
          value. SFAS 159 is effective for fiscal years beginning after November
          15, 2007.
          The Company has not determined what impact, if any, that adoption will
          have on
          our results of operations, cash flows or financial position.
 
 NOTE
          C  FUNDS NOT ACCOUNTED FOR
 
 Due
          to a
          dispute with the Company’s European consultants, who received $431,066 in wired
          funds intended for the purchase of European properties, management was
          unable to
          determine how the funds were spent.  Accordingly, these amounts were
          written-off to consulting expense, $231,050 and $200,016 during the years
          ended
          July 31, 2006 and 2005, respectively, and are included in the accumulated
          deficit of $994,696 at December 31, 2006.
  NOTE
          D  DISPOSAL OF PURITAN SECURITIES
 
 On
          November 15, 2005 the former subsidiary, Puritan Securities, Inc., was
          spun out
          of Royal Invest International Corp. and distributed said shares to shareholders
          of record as of November 21, 2005.
 
 This
          sale
          has been accounted for as a discontinued operation in accordance with Statement
          of Financial Accounting Standards ("SFAS") No. 144, Accounting for the
          Impairment or Disposal of Long-lived Assets. The results of operations
          of
          Puritan Securities, Inc. for the current and prior periods have therefore
          been
          reported as discontinued operations.
  F
              -
              8
  **ROYAL
          INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
          WAH KING INVEST CORP.)**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **DECEMBER
          31, 2006 (AUDITED) AND 2005 (UNAUDITED)**
 
 NOTE
          D     DISPOSAL OF PURITAN SECURITIES
          (CONTINUED)
 
 Operating
          results for Puritan Securities, Inc. are summarized as follows:
 
 For
                            the five months endedDecember
                            31,2006
                        
                        
                        2005REVENUES
                            - consulting
                        
                        $
                        -
                        
                        
                        $
                        1,263EXPENSESAdministrative
                            expenses
                        
                        
                        -
                        
                        
                        
                        130,887Total
                            Expenses
                        
                        
                        -
                        
                        
                        
                        130,887OPERATING
                            LOSS
                        
                        
                        -
                        
                        
                        
                        (129,624
                        )OTHER
                            INCOME (EXPENSES)Net
                            realized gain on marketable securities
                        
                        
                        -
                        
                        
                        
                        126,200Interest
                            income
                        
                        
                        
                        
                        
                        
                        3Total
                            Other Income
                        
                        
                        -
                        
                        
                        
                        126,203NET
                            LOSS BEFORE TAXES
                        
                        
                        -
                        
                        
                        
                        (3,421
                        )PROVISION
                            FOR INCOME TAXES
                        
                        
                        -
                        
                        
                        
                        -LOSS
                            FROM CONTINUING OPERATIONS
                        
                        $
                        -
                        
                        
                        $
                        (3,421
                        )
 
 NOTE
          E     CONVERTIBLE PROMISSORY NOTES
 
 During
          the period March 1, 2005 to July 31, 2005, the Company issued convertible
          promissory notes aggregating $589,000. The notes are unsecured and bear
          interest
          at a rate of 10% per annum. The principal and interest is due June 27,
          2006.  On November 16, 2005, a majority of holders of the outstanding
          notes opted to convert the principal and interest on their notes into common
          shares of the Company at $0.75 per share.  The Company converted
          $542,067 of notes plus interest into 849,176 shares of common
          stock.
 
 During
          the period January 1, 2006 to March 31, 2006, the Company issued additional
          convertible promissory notes aggregating $220,000.  The notes are
          unsecured and bear interest at a rate of 10% per quarter.  The
          principal and interest is due 90 days after the issuance of the notes,
          but
          automatically renews and continues to accrue interest.
 
 All outstanding notes are currently in default.
 
 In
          May
          2006 the Company repaid $30,000 of the principal on remaining outstanding
          notes.
 
 NOTE
          F     RELATED PARTY TRANSACTIONS
 
 An
          officer and principal shareholder of the Company has advanced the Company
          as of
          as of December 31, 2006 $12,724 for operating expenses. The advances are
          non-interest bearing and have no stated maturity date.
  F
              -
              9
 
 **ROYAL
          INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
          WAH KING INVEST CORP.)**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **DECEMBER
          31, 2006 (AUDITED) AND 2005 (UNAUDITED)**
 
 NOTE
          G      STOCKHOLDERS’ DEFICIT
 
 During
          the period  March 1, 2005 to July 31, 2006, the Company issued 849,176
          shares of its common stock in connection with the conversion of $589,000
          of
          convertible promissory notes and the related accrued interest.  The
          notes were converted at $0.75 per share.  When calculating the related
          accrued interest, the average conversion rate was $0.64 per share.
  NOTE
          H     INCOME TAXES
  The
          Company has adopted Financial Accounting Statement No. 109 (SFAS No. 109).
          Under
          this method, the Company recognizes a deferred tax liability or asset for
          temporary differences between the tax basis of an asset or liability and
          the
          related amount reported on the financial statements. The principal types
          of
          differences, which are measured at the current tax rates, are net operating
          loss
          carry forwards. At December 31, 2006 and 2005, these differences resulted
          in a
          deferred tax asset of approximately $297,000 and $196,000
          respectively.  SFAS No. 109 requires the establishment of a valuation
          allowance to reflect the likelihood of realization of deferred tax assets.
          Since
          realization is not assured, the Company has recorded a valuation allowance
          for
          the entire deferred tax asset, and the accompanying financial statements
          do not
          reflect any net asset for deferred taxes at December 31, 2006 and
          2005.
  The
          Company’s net operating loss carry forwards amounted to approximately $990,000
          at December 31, 2006, which will expire in the year 2025.
 
 Significant
          components of the Company’s deferred total liabilities and assets as of December
          31, 2006 and 2005 are as follows:
 
 For
                          the five months endedDecember
                          31,2006
                      
                      
                      2005Deferred
                          tax liabilities
                      
                      $
                      -
                      
                      
                      $
                      -Net
                          Operating loss carryforward
                      
                      
                      297,000
                      
                      
                      
                      196,000Valuation
                          allowance for deferred tax asset
                      
                      
                      (297,000
                      )
                      
                      
                      (196,000
                      )Deferred
                          tax asset
                      
                      $
                      -
                      
                      
                      $
                      -
 
 The
          Company’s effective tax rate of 0% for the year ended December 31, 2006 and 2005
          was different from the statutory rate of 30% due to valuation
          allowance.
 
 NOTE
          I       LEASE COMMITMENTS
  After
          the
          Company spun out Puritan Securities, the Company no longer paid the month
          to
          month lease for its administrative offices, which was for monthly rent
          is
          $500.
  Also,
          after the Company spun out Puritan Securities, the Company no longer assumed
          operating leases for automobiles, which had commenced March 8, 2005 and
          would
          require payment for 48 months at $968 per month.
 
 
 F
              -
              10
  **ROYAL
          INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
          WAH KING INVEST CORP.)**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **DECEMBER
          31, 2006 (AUDITED) AND 2005 (UNAUDITED)**
 
 NOTE
          J
          UNAUDITED INTERIM FINANCIAL STATEMENTS
 
 The
          unaudited financial statements at December 31, 2005 have been prepared
          in
          accordance with accounting principles generally accepted in the United
          States of
          America and the rules of the U.S. Securities and Exchange
          Commission.  In the opinion of management, all adjustments consisting
          of normal recurring accruals considered necessary for a fair presentation
          of
          financial position and the results of operations for the five months ended
          December 31, 2005 have been included.  Operative results for the five
          months ended December 31, 2005 are not necessarily indicative of the results
          that may be expected for the full year.
 
 NOTE
          K
          SUBSEQUENT EVENTS
 
 
 On
          January 26, 2007, the Company filed an amendment with the Secretary of
          State of
          the state of Delaware to change the name of the Company from Wah King Invest
          Corp. to Royal Invest International Corp.
 
 On
          February 16, 2007, the Company signed a Letter of Intent to acquire a Class
          A
          commercial property in Badhoevedorp, The Netherlands, having a total of
          2,246
          square meters (approximately 24,176 square feet) from Mr. Nielkanth Baldewpersad
          Tewarie for a total price of €3,475,000 (US$ 4,726,000) (excluding the buyers
          cost for legal transfers).  The closing is still pending subject to
          obtaining bank financing for the property.
 
 On
          March
          13, 2007, the Company signed a Letter of Intent to acquire Class A commercial
          property in Assen, The Netherlands with a total of 34,756 square meters
          (approx.
          374,113 square feet) from Muermans Vastgoed 46 BV for a total renegotiated
          price
          of €24,311,000 (US$ 33,062,960) (excluding the buyers cost for legal transfers).
          The closing is still pending subject to obtaining bank financing for the
          properties.  Part of the acquisition price will be paid in shares of
          the Company’s common stock, which is yet to be determined.
 
 On
          May
          25, 2007, the Company signed a Letter of Intent to acquire Class A commercial
          properties in the Netherlands and Germany with a total of 45,784 square
          meters
          (approx. 492,818 square feet) from Machine Transport Midden Nederland BV,
          FVG
          BV, Emile-Staete BV and Rico Staete for a total renegotiated price of
€37,666,000 (US$ 51,225,760) (excluding the buyers cost for legal
          transfers).  The closing is still pending subject to obtaining bank
          financing for the properties.  Part of the acquisition price will be
          paid in shares of the Company’s common stock which is yet to be
          determined.
 
 On
          June
          5, 2007, the Company sold Five Million (5,000,000) shares of the Company’s
          common stock for Five Hundred Thousand Dollars ($500,000) to Mr. Harry
          Muermans.  As a result of the above transaction, Mr. Muermans has
          become the Company’s largest shareholder, owning greater than 50% of the issued
          and outstanding shares of the Company.
 
 The
          Company on December 29, 2006, acquired two Dutch “shell” corporations which
          became wholly owned subsidiaries of the Company.  The shell
          corporations have no assets or liabilities.  The shell corporations
          will be utilized to acquire the investment properties and to account for
          the
          operation of the applicable properties.
 
 On
          July
          23, 2007, the Company issued 987,934 shares of the Company's common stock
          each
          to Jerry Gruenbaum and Nathan Lapkin as compensation for services rendered
          to
          date valued at $0.12 per share for a total of 1,975,868 shares valued at
          $118,552 each.
  F
              -
              11
  **ITEM
        8.      CHANGES IN AND DISAGREEMENTS WITH
        ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**
 
 All
        decisions to change accountants were approved by our Board of
        Directors.
 
 There
        have been no disagreements between the Company and Meyler & Company, LLC
        (“MC”) in connection with any services provided to us by each of them for the
        periods of their engagement on any matter of accounting principles or practices,
        financial statement disclosure or auditing scope or procedure.
 
 No
        accountant’s report on the financial statements for the past two years contained
        an adverse opinion or a disclaimer of opinion or was qualified or modified
        as to
        uncertainty, audit scope or accounting principles, except such reports did
        contain a going concern qualification; such financial statements did not
        contain
        any adjustments for uncertainties stated therein. In addition, MC did not
        advise
        the Company with regard to any of the following:
 
 1.            That
        internal controls necessary to develop reliable financial statements did
        not
        exist; or
 
 2.
              That
                  information has come to their attention, which made them unwilling
                  to rely
                  on management’s representations, or unwilling to be associated with the
                  financial statements prepared by management;
                  or
 
 3.
              That
                  the scope of the audit should be expanded significantly, or information
                  has come to the accountant’s attention that the accountant has concluded
                  will, or if further investigated might, materially impact the fairness
                  or
                  reliability of a previously issued audit report or the underlying
                  financial statements, or the financial statements issued or to
                  be issued
                  covering the fiscal periods subsequent to the date of the most
                  recent
                  audited financial statements, and the issue was not resolved to
                  the
                  accountant’s satisfaction prior to its resignation or
                  dismissal.  During the most recent two fiscal years and during
                  any subsequent interim periods preceding the date of each engagement,
                  we
                  have not consulted MC regarding any matter requiring disclosure
                  under
                  Regulation S-K, Item 304(a)(2).
 
 **Item
        8A.      Controls and
        Procedures**
 
 The
        Corporation maintains and is currently undertaking actions to improve disclosure
        controls and procedures designed to ensure that information required to be
        disclosed in reports filed under the Securities Exchange Act of 1934, as
        amended, is recorded, processed, summarized and reported within the specified
        time periods.  As of the end of the period covered by this report, the
        Corporation’s Chief Executive Officer and Chief Financial Officer evaluated the
        effectiveness of the Corporation’s disclosure controls and procedures. As
        indicated in Note C to the Financial Statements, Management was unable to
        account for funds sent to the European consultants which were intended for
        the
        purchase of properties in Europe. Because of this, Management has determined
        that there were material deficiencies in its controls and procedures over
        said
        funds. A "material weakness" is a reportable condition in which the design
        or
        operation of one or more of the specific control components have a defect
        or
        defects that could have a material adverse effect on our ability to record,
        process, summarize and report financial data in the financial statements
        in a
        timely manner. Such material weakness relates in this situation to management's
        failure to take adequate steps to insure a complete accounting of all funds
        sent
        to the Company's European consultants. While we believe we have adequate
        policies to cover disbursement of funds overseas, we believe implementation
        of
        these policies should be improved. The impact of the preceding condition
        was
        relevant to the five months ended Decembery 31, 2005 and 2006. In order to
        alleviate this weakness, management intends to re-evaluate its policies relating
        to the disbursement of funds overseas and to engage additional accounting
        personnel both in the U.S. and Europe to document the disbursement of all
        funds
        intended for investment.
  **Item
        8B.      Other
        Information**
 
 None.
  27
  **PART
        III**
 
 **ITEM
                  9.**
              **DIRECTORS,
                  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH
                  SECTION
                  16(A) OF THE EXCHANGE ACT**
 
 The
        directors and officers of the Company and its subsidiaries, as of August 3,
        2007, are set forth below which were the same for five months ended
        December 31, 2006. The directors hold office for their respective term and
        until
        their successors are duly elected and qualified. Vacancies in the existing
        Board
        are filled by a majority vote of the remaining directors.  The
        officers serve at the will of the Board of Directors.
 
 The
        following table and text sets forth the names and ages of all directors and
        executive officers of the Company and the key management personnel as of
        August
        3, 2007.  The Board of Directors of the Company is comprised of only
        one class.  All of the directors will serve until the next annual
        meeting of stockholders and until their successors are elected and qualified,
        or
        until their earlier death, retirement, resignation or
        removal.  Executive officers serve at the discretion of the Board of
        Directors and are appointed to serve until the first Board of Directors meeting
        following the annual meeting of stockholders.  Also provided is a
        brief description of the business experience of each director and executive
        officer and the key management personnel during the past five years and an
        indication of directorships held by each director in other companies subject
        to
        the reporting requirements under the Federal securities laws.
 
 **Name**
              
              **Age**
              
              **With
                  Company**
                **Since**
              
              **Director/Position**Jerry
                  Gruenbaum
              
              52
              
              02/2005
              
              Chief
                  Executive Officer,Chairman
                  of the Board,and
                  DirectorNathan
                  Lapkin
              
              41
              
              02/2005
              
              Secretary,
                  President,Director,
                  and Chief FinancialOfficer
 
 **THE
        OFFICERS AND DIRECTORS OF THE COMPANY ARE SET FORTH BELOW.**
 
 **JERRY
        GRUENBAUM, ESQ.,** is the Chief Executive Officer, Chairman of the Board
        and member of the Board of Directors.  He was appointed as Corporate
        Secretary and General Counsel in December 2004 and was elected to the
        board.  He has been admitted to practice law since 1979 and is a
        licensed attorney in various states including the State of Connecticut where
        he
        maintains his practice as a member of SEC Attorneys, LLC, specializing in
        Securities Law, Mergers and Acquisitions, Corporate Law, Tax Law, International
        Law and Franchise Law.  He is the CEO of a licensed brokerage firm in
        New York City where he maintains a Series 7, 24, 27, 63 and 65
        licenses.  He is a former President and Chairman of the Board of
        Directors of a multinational publicly-traded company with operations in Hong
        Kong and the Netherlands.  He worked for the tax departments for Peat
        Marwick Mitchell & Co. (now KPMG Peat Marwick LLP) and Arthur Anderson &
Co. (now Arthur Anderson LLP).  He has served as Compliance Director
        for CIGNA Securities, a division of CIGNA Insurance. He has lectured and
        taught
        at various Universities throughout the United States in the areas of Industrial
        and financial Accounting, taxation, business law, and
        investments.  Attorney Gruenbaum graduated with a B.S. degree from
        Brooklyn College - C.U.N.Y. Brooklyn, New York; has a M.S. degree in Accounting
        from Northeastern University Graduate School of Professional Accounting,
        Boston,
        Massachusetts; has a J.D. degree from Western New England College School
        of Law,
        Springfield, Massachusetts; and an LL.M. in Tax Law from the University of
        Miami
        School of Law, Coral Gables, Florida.
 
 **NATHAN
        LAPKIN** was appointed Secretary, President, Director, and Chief
        Financial Officer of the Company in December 2004. Mr. Lapkin’s ten-plus year
        career includes positions in corporate finance, institutional trading,
        institutional sales and investment banking.  He previously was
        employed in the corporate finance department of LensCrafters’ Canadian
        headquarters in Toronto where he was involved in a CDN $20 million sales
        retail
        optical chain acquisition, in addition to the capital and operational
        budgeting.  As a financial analyst, Mr. Lapkin wrote the monthly
        management discussion and analysis used for corporate reporting.  He
        previously worked for Thompson Financial in New York City, and sat on Morgan
        Stanley's domestic and international trading desks and HSBC's International
        trading desk.  He worked in the domestic U.S. Institutional sales desk
        at UBS Warburg, where he was given direct responsibility  and
        co-responsibility for  large institutional
        accounts,  including several hedge
        funds.  He
  28
  is
        currently the President and board member of ICBS Global Securities, Inc.
        a NASD
        licensed broker-dealer in Connecticut as well as an officer and director
        of its
        publicly traded parent company.  Mr. Lapkin graduated with honors from
        Syracuse University with a Masters in Business Administration (concentrations
        in
        Finance and Statistics) and the University of Manitoba, with a Bachelor in
        Commerce with concentrations in finance and economics.  Mr. Lapkin is
        licensed by the NASD and has his Series 7, 24, 63 and 65 licenses.
 
 Our
        bylaws currently provide for a board of directors comprised of such number
        as is
        determined by the Board.
 
 **Family
        Relationships**
 
 None.
 
 **Board
        Committees**
 
 We
        currently have no compensation committee, audit committee or other board
        committee performing equivalent functions. Currently, all members of our
        board
        of directors participate in all discussions concerning the company.
 
 **Legal
        Proceedings**
 
 No
        officer, director, or persons nominated for such positions, promoter or
        significant employee has been involved in legal proceedings that would be
        material to an evaluation of our management.
 
 **Compliance
        with Section 16(a) of the Exchange Act**
 
 Section
        16(a) of the Securities Exchange Act of 1934, as amended, requires our directors
        and executive officers, and persons who beneficially own more than 10% of
        a
        registered class of our equity securities, to file reports of beneficial
        ownership and changes in beneficial ownership of our securities with the
        SEC on
        Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes
        of
        Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial
        Ownership of Securities).  Directors, executive officers and
        beneficial owners of more than 10% of our Common Stock are required by SEC
        regulations to furnish us with copies of all Section 16(a) forms that they
        file.  Except as otherwise set forth herein, based solely on review of
        the copies of such forms furnished to us, or written representations that
        no
        reports were required, we believe that for the fiscal year ended December
        31,
        2004 all required forms have been filed as of the date of filing of this
        Form
        10K-SB.
 
 
 **ITEM
        10.          EXECUTIVE
        COMPENSATION**
 
 See
        “Executive Officers of the Registrant” in Part I of this report for information
        regarding the executive officers of the company, which is incorporated by
        reference in this section.
 
 The
          following table sets forth compensation paid to the most highly compensated
          executive officers for the five months ended December 31,
          2006.
 **Name
                    / Position**
                **Year**
                
                **Salary**
                
                
                **Bonus**
                
                
                **Stock**
                
                
                **Other**
                
                
                **Total**Jerry
                    GruenbaumChairman
                  and CEO
                2006
                
                $
                0
                
                
                $
                0
                
                
                
                0
                
                
                $
                0
                
                
                $
                02005
                
                
                0
                
                
                
                0
                
                
                
                
                
                
                
                0
                
                
                
                0Nathan
                    LapkinSecretary,
                    and Chief Financial Officer
                2006
                
                $
                0
                
                
                $
                0
                
                
                
                0
                
                
                $
                0
                
                
                $
                02005
                
                
                0
                
                
                
                0
                
                
                
                
                
                
                
                
                
                
                
                0
 
  29
 
 **Compensation
        Agreements**
 
 The
        Company has an employment agreement with Jerry Gruenbaum and Nathan Lapkin
        for a
        total of €12,000
        per month
        on a year to year basis starting June 2007.
 
 No
        other
        annual compensation, including a bonus or other form of compensation; and
        no
        long-term compensation, including restricted stock awards, securities underlying
        options, LTIP payouts, or other form of compensation, were paid to these
        individuals during this period.
 
 **Board
        Compensation**
 
 Members
        of our Board of Directors do not receive cash compensation for their services
        as
        Directors, although some Directors are reimbursed for reasonable expenses
        incurred in attending Board or committee meetings. During the five
        months ended December 31, 2006, all corporate actions were conducted by
        unanimous written consent of the Board of Directors.
 
 **Stock
        Option Plan**
 
 The
        Company has no Stock Option Plan as of this date.
 
 **Warrants**
 
 The
        Company has no Warrants outstanding as of this date.
 
 **Indemnification**
 
 Under
        the
        Company’s Articles of Incorporation and its Bylaws, the Company may indemnify an
        officer or director who is made a party to any proceeding, including a lawsuit,
        because of his position, if he acted in good faith and in a matter he reasonably
        believed to be in the Company’s best interest.  The Company may
        advance expenses incurred in defending a proceeding.  To the extent
        that the officer or director is successful on the merits in a proceeding
        as to
        which he is to be indemnified, the Company must indemnify him against all
        expenses incurred, including attorney’s fees.  With respect to a
        derivative action, indemnity may be made only for expenses actually and
        reasonably incurred in defending the proceeding, and if the officer or director
        is judged liable, only by a court order.  The indemnification is
        intended to be to the fullest extent permitted by the laws of the State of
        Delaware.
 
 Regarding
        indemnification for liabilities arising under the Securities Act of 1933,
        which
        may be permitted to directors or officers under Delaware law, the Company
        is
        informed that, in the opinion of the Securities and Exchange Commission,
        indemnification is against public policy, as expressed in the Act and is,
        therefore, unenforceable.
 
 
 **ITEM
        11.           SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**
 
 The
        following table sets forth as of August 3, 2007, information with respect
        to the
        beneficial ownership of the Company’s Common Stock by (i) each person known by
        the Company to own beneficially 5% or more of such stock, (ii) each Director
        of
        the Company who owns any Common Stock, and (iii) all Directors and Officers
        as a
        group, together with their percentage of beneficial holdings of the outstanding
        shares.
 
 The
        information presented below regarding beneficial ownership of our voting
        securities has been presented in accordance with the rules of the Securities
        and
        Exchange Commission and is not necessarily indicative of ownership for any
        other
        purpose.  Under these rules, a person is deemed to be a "beneficial
        owner" of a security if that person has or shares the power to vote or direct
        the voting of the security or the power to dispose or direct the disposition
        of
        the security.  A person is deemed to own beneficially any security as
        to which such person has the right to acquire sole or shared voting or
        investment power within 60 days through the conversion or exercise of any
        convertible security, warrant, option or other right.  More than one
        person may be deemed to be a beneficial owner of the same
        securities.  The percentage of beneficial ownership by any person as
        of a particular date is calculated by dividing the number of shares beneficially
        owned by such person, which includes the number of shares as to which such
        person has the right to acquire voting or investment power within 60 days,
        by
        the sum of the number of shares outstanding as of such date plus the number
        of
        shares as to which such person has the right to acquire voting or investment
        power within 60 days.  Consequently, the denominator used for
        calculating such percentage may be different for each beneficial
        owner.  Except as otherwise indicated below and under applicable
        community property laws, we believe that the beneficial owners of our common
        stock listed below have sole voting and investment power with respect to
        the
        shares shown.
  30
  
 **Security
        Ownership of Beneficial Owners** (1):
 
 **Title
                        of Class**
                    **Name**
                    
                    **Shares**
                    
                    
                    
                    
                    
                    **Percent**
                        (1)Common
                        Stock
                    Fabrice
                        Zambito
                    
                    320,000
                    
                    
                    
                    
                    
                    
                    2.85
                    %Muermans
                      Vast Goed Roermond BV
                    
                    5,000,000
                    
                    
                    
                    
                    
                    
                    44.48
                    %Pinnacle
                        Associates, LLC
                    
                    1,883,410
                    
                    
                    
                    
                    
                    
                    16.76
                    %Grassy
                        Knoll Associates, LLC
                    
                    1,167,934
                    
                    
                    
                    
                    
                    
                    10.39
                    %Amstel
                        Holdings BV Ltd
                    
                    8,371,344
                    
                    
                    
                    
                    
                    
                    74.47
                    %
 
 (1)           Based
        on 11,240,573 common shares outstanding as of August 3, 2007.
 
  **Security
        Ownership of Management**:
 
 **Title
                      of Class**
                  **Name**
                  
                  **Shares**
                  
                  
                  
                  
                  
                  **Percent**
                      (1)Common
                      Stock
                  Jerry
                      Gruenbaum
                  
                  1,883,410
                  (2)
                  
                  
                  
                  
                  
                  
                  16.76
                  %Nathan
                      Lapkin
                  
                  1,883,410
                  (3)
                  
                  
                  
                  
                  
                  
                  16.76
                  %All
                      Directors and Executive Officers as a group (3 persons)
                  
                  
                  3,766,820
                  
                  
                  
                  
                  
                  
                  
                  33.51
                  %
 
 (1)               Based
        on 11,240,573 common shares outstanding as of August 3, 2007.
 
 (2)
              Jerry
                  Gruenbaum owns no shares of the Company directly.  He is
                  attributed to owning all of the 1,167,934 shares owned by Grassy
                  Knoll
                  Associates LLC and the 715,476 shares owned by Amstel Holdings
                  BV Ltd,
                  which is owned by a related party to
                  him.
 
 (3)
              Nathan
                  Lapkin owns no shares of the Company directly.  He is attributed
                  to owning all of the 895,476 shares owned by Pinnacle Associates
                  LLC,
                  which is owned by a related party to
                  him.
 
 **Changes
        in Control**
 
 On
          June
          5, 2007, the Company sold Five Million (5,000,000) shares of Company common
          stock for Five Hundred Thousand Dollars ($500,000) to Mr. Harry
          Muermans.  To date Mr. Muermans has paid $250,000; the remaining
          $250,000 is being treated as a subscription receivable.  As a result
          of the above transaction, Mr. Muermans has become the Company’s largest
          shareholder, owing greater than 50% of the issued and outstanding shares
          of the
          Company.
  31
  **ITEM
        12.             CERTAIN
        RELATIONSHIPS AND RELATED TRANSACTIONS.**
 
 Our
        management is involved in other business activities and may, in the future
        become involved in other business opportunities.  If a specific
        business opportunity becomes available, such persons may face a conflict
        in
        selecting between our business and their other business interests.  We
        have not and do not intend in the future to formulate a policy for the
        resolution of such conflicts.
 
 At
        the
        current time, there are no related party transactions.
 
 
 **ITEM
        13.             EXHIBITS
        AND REPORTS ON FORM 8-K**
 
 (a)           The
        following documents are filed as part of this report:
 
 1.
              Financial
                  statements; see index to financial statement and schedules under
                  Item 7
                  herein.
 
 2.
              Financial
                  statement schedules; see index to financial statements and schedules
                  under
                  Item 7 herein.
 
 (b)  Exhibits:
 
 **Exhibit
        Number                                 Document
        Description**
 
 3.1
              Certificate
                  of Incorporation of C.N.W. Corp. as filed with the Florida Secretary
                  of
                  State on October 30, 1980, incorporated by reference to the Company’s
                  Registration Statement on Form 10SB12G filed with the Securities
                  and
                  Exchange Commission on August 20,
                  1999.
 
 3.2
              Amended
                  Certificate of Incorporation of C.N.W. Corp. to change name to
                  C.N.W. of
                  Orlando, Inc., increased its capitalization from 1,000 common shares
                  to
                  50,000,000 common shares and changed its par value from $1.00 to
                  $0.001 as
                  filed with the Florida Secretary of State on July 21, 1998, incorporated
                  by reference to the Company’s Registration Statement on Form 10SB12G filed
                  with the Securities and Exchange Commission on August 20,
                  1999.
 
 3.3
              Amended
                  Certificate of Incorporation of C.N.W. of Orlando, Inc. to change
                  name to
                  GlobalNetCare, Inc. as filed with the Florida Secretary of State
                  on
                  December 28, 1998, incorporated by reference to the Company’s Registration
                  Statement on Form 10SB12G filed with the Securities and Exchange
                  Commission on August 20, 1999.
 
 3.4
              Amended
                  Certificate of Incorporation of GlobalNetCare, Inc. to change name
                  to
                  BusinessWay International Corp., and increased its authorized capital
                  to
                  300,000,000 common shares as filed with the Florida Secretary of
                  State on
                  January 31, 2001, incorporated by reference to the Company’s Form DEF 14C
                  filed with the Securities and Exchange Commission on February 14,
                  2001.
 
 3.5
              Amended
                  Certificate of Incorporation of BusinessWay International Corp.
                  to change
                  name to ICBS International Corp. and added restrictions on newly
                  issued
                  shares as filed with the Florida Secretary of State on September
                  29, 2004,
                  incorporated by reference to the Company’s Current Report on Form 8-K
                  filed with the Securities and Exchange Commission on September
                  29,
                  2004.
 
 3.6
              Amended
                  Certificate of Incorporation of ICBS International Corp. to remove
                  the
                  restrictions on newly issued shares that were added on September
                  29, 2005
                  as filed with the Florida Secretary of State on February 14, 2005,
                  incorporated by reference to the Company’s Current Report on Form 8-K
                  filed with the Securities and Exchange Commission on February 14,
                  2005
  32
  3.7
              Certificate
                  of Incorporation of Wah King Invest Corp., authorizing 300,000,000
                  common
                  shares and 1,000,000 blank check preferred shares as filed with
                  the
                  Delaware Secretary of Sate on May 2, 2005, incorporated by reference
                  to
                  Company’s Form DEC 14C filed with the Securities and Exchange Commission
                  on May 20, 2005.
 
 3.8
              Articles
                  of Merger of ICBS International Corp., a Florida corporation into
                  Wah King
                  Invest Corp, a Delaware corporation as filed with the Florida Secretary
                  of
                  State on May 9, 2005, incorporated by reference to Company’s Form DEC 14C
                  filed with the Securities and Exchange Commission on May 20,
                  2005.
 
 3.9
              Certificate
                  of Merger of ICBS International Corp., a Florida corporation into
                  Wah King
                  Invest Corp, a Delaware corporation as filed with the Delaware
                  Secretary
                  of State on May 9, 2005, incorporated by reference to Company’s Form DEC
                  14C filed with the Securities and Exchange Commission on May 20,
                  2005.
  3.10
                Amended
                      Certificate of Incorporation of Wah King Invest Corp. to change name
                      to Royal Invest International Corp. as filed with the Delaware
                      Secreatry
                      of State on Janmuary 26, 2007, iincorporated by reference to
                      the Company’s
                      Current Report on Form 8-K filed with the Securities and Exchange
                      Commission on June 7, 2007
 3.11
              Bylaws
                  of BusinessWay International Corp.., incorporated by reference
                  to
                  the  Company’s  Annual Report on Form 10-KSB filed
                  with the Securities  and Exchange  Commission on
                  November 13, 2001.
  31.1
              Certification
                  of Chief Executive Officer pursuant to Section 302 of the Sarbanes
                  Oxley
                  Act.
 
 31.2
              Certification
                  of Chief Financial Officer pursuant to Section 302 of the Sarbanes
                  Oxley
                  Act.
 
 32.1
              Certification
                  of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as
                  adopted
                  Pursuant to Section 906 of the Sarbanes Oxley Act of
                  2002.
 
 32.2
              Certification
                  of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as
                  adopted
                  Pursuant to Section 906 of the Sarbanes Oxley Act of
                  2002.
 
 (c)
        Reports on Form 8-K:
 
 None
  33
  **ITEM
        14.                      PRINCIPAL
        ACCOUNTANT FEES AND SERVICES**
 
 The
        following table sets forth fees billed to us by our auditors during the five
        months ended December 31, 2006 for: (i) services rendered for the audit of
        our
        annual financial statements and the review of our quarterly financial
        statements, (ii) services by our auditor that are reasonably related to the
        performance of the audit or review of our financial statements and that are
        not
        reported as Audit Fees, (iii) services rendered in connection with tax
        compliance, tax advice and tax planning, and (iv) all other fees for services
        rendered.
 
 (i)
        Audit
        Fees
 
 FIRM
              
              FIVE
                  MONTHS ENDED DECEMBER 31, 2006Meyler
                  & Company, LLC
              
              $10,000
 
 (ii)
        Audit Related Fees
 
 None
 
 (iii)
        Tax
        Fees
 
 None
 
 (iv)
        All
        Other Fees
 
 None
 
 **TOTAL
        FEES**
 
 FIRM
              
              FIVE
                  MONTHS ENDED JULY 31, 2006Meyler
                  & Company, LLC
              
              $10,000
 
 (1)
              Based
                  on latest information available on August 3, 2007, the date this
                  report
                  was filed. Final numbers may end up
                  higher.
 
 AUDITFEES.
              Consists
                  of fees billed for professional services rendered for the audit
                  of our
                  consolidated financial statements and review of the interim consolidated
                  financial statements included in quarterly reports and services
                  that are
                  normally provided in connection with statutory and regulatory filings
                  or
                  engagements.
 
 AUDIT-RELATED
                  FEES.
              Consists
                  of fees billed for assurance and related services that are reasonably
                  related to the performance of the audit or review of our consolidated
                  financial statements and are not reported under “Audit
                  Fees.”  There were no Audit-Related services provided in five
                  months ended December 31,
                  2006.
 
 TAX
                  FEES.
              Consists
                  of fees billed for professional services for tax compliance, tax
                  advice
                  and tax planning.
 
 ALL
                  OTHER FEES.
              Consists
                  of fees for products and services other than the services reported
                  above.
  34
  **POLICY
        ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES
        OF
        INDEPENDENT AUDITORS**
 
 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, and 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.
 
 
 **SIGNATURES**
 
 In
        accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
        this report to be signed on its behalf by the undersigned, there unto duly
        authorized.
 
 **ROYAL
        INVEST INTERNATIONAL CORP.**
 (Registrant)
 
 
 Date:
        August 3,
        2007                                                                                    
                 
     By:/s/ JERRY
        GRUENBAUM
 Jerry
        Gruenbaum
 Chief Executive Officer and
 Chairman of the Board
 
 Date:
        August 3,
        2007                                                                                                          
 By:/s/ NATHAN LAPKIN
 Nathan Lapkin
 President and Chief Financial Officer
 and Director
 
 
 In
        accordance with the Exchange Act, this report has been signed below by the
        following persons on behalf of the registrant and in the capacities and on
        the
        dates indicated.
 
 
 **SIGNATURE**
              
              **NAME**
              
              **TITLE**
              
              **DATE**/s/Jerry
                  Gruenbaum
              
              Jerry
                  Gruenbaum
              
              CEO
                  & Chairman
              
              August
                  3, 2007of
                  the Board/s/Nathan
                  Lapkin
              
              Nathan
                  Lapkin
              
              President,
                  CFO,
              
              August
                  3, 2007&
                  Director
 
  35