UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C.
20549





FORM
10-K


ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d)
OF


THE
      SECURITIES EXCHANGE ACT OF
1934





For
the fiscal year ended December 31, 2008




Commission file
number 000-27097




ROYAL INVEST INTERNATIONALCORP.(Exact
      name of registrant as specified in its
  charter)





Delaware
            
            98-0215778(State
      or other jurisdictionof
      incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)





595 Fifth Avenue, 4th
      FloorNew York, New York,
      USA
            
            10017(Address of
      principal executive offices)
            
            (Zip
      Code)





Registrant's telephone
number including area code (203)
557-3845





___________________________________________(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 Act:




Common Stock, $0.001 par
value




Indicate
by check mark if the registrant is a well-known seasonal issuer, as defined in
Rule 405 of the Securities Act.
 Yes  No x
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
 Yes  No x
  Note -
Checking the box above will not relieve any resistrant required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under
those Sections.
  Indicate
by check mark whether the registrant (1) has filed all reports
required t o be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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






Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405
of this chapter) isnot contained herein, and will not 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- K or any amendment to this Form
10-K.   x




Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or small reporting
company.  See the definition of "large accelerated filer," "accelerated
filer" and "small reporting company" in Rule 12b-2 of the Exchange
Act.




Large
      accelerated filer
            Accelerated
      filer    
            Non-accelerated
      filer     
            Smaller
      reporting company    x




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




As of April 15, 2009, the aggregate market value of the Registrant’s voting and
none-voting common stock held by non-affiliates of the registrant was
approximately: $1,392,524 at $0.11 price per share, based on the closing price
of on the OTC Bulletin Boaed.  As of April 15, 2009,


there were 150,208,861
shares of common stock of the registrant issued and outstanding.




Documents Incorporated by Reference:  None




1


ROYAL INVEST INTERNATIONAL
CORP.




FORM 10-K





TABLE OF
CONTENTS





Item #
            
            Description
            
            Page
    NumbersPART
      I
            
            3ITEM 1
            
            BUSINESS
            
            3ITEM 1A
            
            RISK FACTORS
            
            7ITEM 1B
            
            UNRESOLVED STAFF COMMENTS
            
            11ITEM 2
            
            PROPERTIES
            
            11ITEM 3
            
            LEGAL PROCEEDINGS
            
            13ITEM 4
            
            SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
      HOLDERS
            
            13PART
      II
            
            14ITEM 5
            
            MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
      MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
            
            14ITEM 6
            
            SELECTED FINANCIAL DATA
            
            15ITEM 7
            
            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS
            
            17ITEM 7A
            
            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK
            
            21ITEM 8
            
            FINANCIAL STATEMENTS AND SUPPLEMENTARY
    DATA
            
            22ITEM 9
            
            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURE
            
            46ITEM 9A
            
            CONTROLS AND PROCEDURES
            
            46ITEM 9A(T)
            
            CONTROLS AND PROCEDURES
            
            46ITEM 9B
            
            OTHER INFORMATION
            
            46PART
      III
            
            47ITEM 10
            
            DIRECTORS, EXECUTIVE OFFICERS, CORPORATE
      GOVERNANCE
            
            47ITEM 11
            
            EXECUTIVE COMPENSATION
            
            48ITEM 12
            
            SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT  AND RELATED STOCKHOLDER MATTERS
            
            49ITEM 13
            
            CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
      DIRECTOR INDEPENDENCE
            
            50ITEM 14
            
            PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
            
            51PART IV
            
            52ITEM 15
            
            EXHIBITS AND FINANCIAL STATEMENT
      SCHEDULES
            
            52SIGNATURES
            
            54EXHIBIT 21
            
            DIRECT AND
      INDIRECTSUBSIDIARIES OF ROYALINVEST
      INTERNATIONAL CORP.EXHIBIT31.1
            
            SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE
      OFFICEREXHIBIT 31.2
            
            SECTION 302 CERTIFICATION OF CHIEF FINANCIAL
      OFFICEREXHIBIT 32.1
            
            SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE
      OFFICEREXHIBIT 32.2
            
            SECTION 906 CERTIFICATION OF CHIEF FINANCIAL
      OFFICER


2


Table of Content




PART
I





ITEM
1           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.




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.





The Company





The
Company was incorporated in the State of Delaware as part of a reorganization on
May 2, 2005.  In January 2007 we changed our name to Royal Invest
International Corp. (“Royal Invest”) and we trade on the OTC under the stock
symbol “RIIC”.  We were originally organized on October 30, 1980,
under the laws of the State of Florida as C.N.W. Corp.  We did not
have any activity before 1998 and, accordingly, commencement of our development
stage is considered to be at the beginning of 1998.  On July 21, 1998,
we increased our capitalization from 1,000 common shares to 50,000,000 common
shares. Our par value was changed from $1 to $0.001.  On July 21,
1998, we changed our name to C.N.W of Orlando Inc., and on December 28, 1998 we
changed our name to GlobalNetCare, Inc.  Our direction and sole
activities at that time was to operate in Canada as a medical
Website.  The medical Website never totally developed.





On
September 12, 2000, we 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 we had no operating
businesses.





On
December 6, 2004 we changed ours name to ICBS International Corp., reversed
split all our 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 FINRA 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 we acquired 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 our outstanding Class A
Special Voting Shares were converted to common and the series was
eliminated. On May 9,
2005 we acquired and merged into Wah King Invest Corp., a Delaware
corporation in a corporate reorganization.  In addition, we reversed
split all our issued shares on a ten for one basis. On
November 15, 2005 a majority of our shareholders of record by special meeting of
the shareholders approved the sale of our 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 we issued the Puritan Financial shares
as a stock dividend to our shareholders of record on November 21,
2005.




On
January 26, 2007 our business focus changed.  On that date
we began negotiations for the acquisition of properties and building
facilities in The Netherlands and Germany.  As a consequence of the
change, we changed our name to our current name Royal Invest International
Corp.




3


Table of Content




On July
19, 2007 through our subsidiary Royal Invest Europe B.V. we
acquired the shares of Rico Staete B.V. for €1,038,969 (approximately
$1,412,998 USD) which owns a
commercial real estate property located at Tackenweide 48, in Emmerich, Germany,
consists of approximately 9.005 m2 rentable floor surface business accommodation
as well as 1.478 m2 rentable floor surface office space.  The property
is currently leased to Vink Kunststoffe GmbH to December 31, 2008 plus a 5 years
additional option for €383,468.88 (approximately $513,848 USD) rent per
year.  The property is appraised at €4,750,000 (approximately
$6,460,000 USD).  The net property value is € 1,038,969 (approximately
$1,412,998 USD).


On
December 18, 2007 we acquired a new subsidiary called Vastgoed
Beleggings Mij. Bunnik I B.V.  Thereafter, Royal
Invest Europe B.V., our subsidiary transfered Royal Invest Germany Properties 1
B.V.,a subsidiary of Royal Invest Europe B.V. to our
subsidiary Vastgoed Beleggings Mij. Bunnik I
B.V.With the addition of Vastgoed Beleggings Mij. Bunnik I
B.V., we have a total of three subsidiaries in the Netherlands,
including Royal Invest Europe B.V., and Royal Invest Development and Services
B.V.  Vastgoed Beleggings Mij. Bunnik I B.V.hasfiled with the Chamber of Commerce at The Hague
allowing it to use the trade name Royal Invest Europe
2.


On
December 27, 2007 through our subsidiary Royal Invest Europe B.V., we
acquired a 2,680 m2
(approximately 28,817 square feet) commercial office building known as Sloterweg
22 in Badhoevedorp, the Netherlands for €3.658.789 (approximately $5,282,194 US)
in cash, excluding €228.300 Dutch real estate transfer tax and Dutch notary fees
all paid for by us.
 On December 27, 2007 through our subsidiary Royal Invest Europe B.V., we
acquired a 5,150m2(approximately 55,434 square feet) commercial office building known as
Emmakade 59-60 in Leeuwarden, the Netherlands for €6.120.000 (approximately
$8,835,444) excluding €374.518 buyer's costs,  The acquisition was financed
in the amount of  €5.210.500 from the Bank of Scotland and an
additional 623,887 newly issued common shares of our Company valued at
$1.20 per share.
  On
December 27, 2007 through our subsidiary Royal Invest Europe B.V., we
acquired 6 properties in the Netherlands, located atMijlweg
7, in Vianen, the Netherlands;Berenkoog
53, in Alkmaar, the Netherlands;Keulsekade
21, in Utrecht, the Netherlands;Edisonweg
9, in Woerden, the Netherlands;De Schans
1802, in Lelystad, the Netherlands; andFranciscusweg
8-10, in Hilversum, the Netherlands.These acquisitions
were made for €32,916.000 (approximately $48,057,360 US) in cash and
stock.The
acquisitions were financed in the amount of €26.439.250 from the Bank of
Scotland and an additional 112,485,349 newly issued common shares of our
Company valued at $0.10 per share.  We further signed a note with
the Sellers for €1.091.257 (approximately $1,593,235.22 US) and we issued 1,000
newly preferred shares to E.C.M. Hoff Holding BV.  The preferred
shares have a right to appoint one member to the Board of Directors and the
right to request the Board of Directors to call for a shareholders’
meeting.
  On
December 27, 2007 through our subsidiary Royal Invest Europe B.V., we
acquired an 18,338 m2
(approximately 197,183 square feet) commercial office building known as
Schepersmaat 4, 9405 TA Assen, the Netherlands for € 23.873.585 (approximately
$34,855,434.10 USD) excluding €1.432.415 for Dutch Real Estate Transfer
Tax in cash and newly issued stock.  The property which has a
yearly rental income of €2,000,000 (approximately $2,680,000 USD), guaranteed by
the Seller for two years, has been appraised for € 25,306,000
(approximately $33,062,960 USD). The transaction was financed in the amount of
€21.510.100
(approximately $25,460,000 USD) from the Bank of Scotland and the balance of the
purchase price was paid with our shares valued at $0.2078 per share for a total
of 21,465,885 newly issued shares and
a convertible note issued by us to the amount
of  €3.500.000.
  On December 27, 2007
through our subsidiary Royal Invest Europe B.V., we acquired the
shares of Alfang B.V.of Eindhoven, the Netherlands which owns a series
of mortgaged commercial properties in the Netherlands for €15,251,493.48
(approximately $19,853,031.14 USD) of which we paid €13.751.493.48 in cash
and we paid €1.500.000 in newly issued stock for a total of 1,687,500 sharers at
$1.20 per share.  The mortgaged commercial properties were located
atParallelweg
29 in Beverwijk, The Netherlands;Kriuisweg
855, 857, 859 in Hoofddorp, The Netherlands;Schinkelwaard
20 in Alkmaar , The Netherlands; Willemstraat
47, 67, 69 in Hengelo, The Netherlands;Zuidermolenweg
7 in Amsterdam, The Netherlands; andProduktieweg
119 in Wormerveer, The Netherlands.
  On December 27, 2007 through our subsidiaryRoyal Invest Europe
B.V., we acquired the shares ofAmogB
B.V. which owns a portfolio of mortgaged commercial properties in the
Netherlands for €12.782.750,68 which was paid for €1.446.000 in newly shares issued by
us at $1.00 per
share. The remainder of the
purchase price was paid in cash.
 4
 Table of Content
  Business
and Investment Objectives and Operating Strategies
  Since our
formation, our business and investment objectives have been to:
  ·obtain capital gain
on the sale of any properties;
 ·make new investments in
properties or joint ventures, including by, directly or indirectly, developing
new properties; and
 ·preserve and protect the
shareholders’ capital.
  Our board
of directors in their sole discretion, may change these investment
objectives as it deems appropriate and in our best interests.  Prior to
changing any of the investment objectives, the board of directors will consider,
among other factors, expectations, changing market trends, management expertise
and ability and the relative risks and rewards associated with any
change.
  We intend
to reach our business and investment objectives through our acquisition and
operating strategies. Our acquisition and operating strategies are
to:
  ·focus on Continental
European and Great Britain markets;
 ●maintain a
portfolio which is diversified by property type and to some degree by
geographical location;
 ·achieve and maintain high
occupancy and increase rental rates through: (1) efficient leasing strategies,
and (2) providing quality maintenance and services to tenants;
 ·control operating expenses
through operating efficiencies and economies of scale;
 ·attract and retain high
quality tenants;
 ·invest in properties that
we believe offer significant growth opportunity; and
 ·emphasize regular repair
and capital improvement programs to enhance the properties’ competitive
advantages in their respective markets.
  Competition
  We
compete with other entities to locate suitable properties for acquisition, to
locate purchasers for our properties and to locate tenants to rent space at each
of our properties.  Although our business is competitive, it is not
seasonal.  While the markets in which we compete are highly fragmented with
no dominant competitors, we face substantial competition.  This competition
is generally for the retention of existing tenants at lease expiration or for
new tenants when vacancies occur.  There are numerous other similar types
of properties located in close proximity to each of our properties.  We
maintain the suitability and competitiveness of our properties primarily on the
basis of effective rents, amenities and services provided to tenants.  The
amount of leasable space available in any market could have a material adverse
effect on our ability to rent space and on the rents charged.  Competition
to acquire existing properties from institutional investors and other publicly
traded real estate limited partnerships and real estate investment trusts has
increased substantially in the past several years.  In many of our markets,
institutional investors, owners and developers of properties compete vigorously
to acquire, develop and lease space.  Many of these competitors have
substantially more resources than we do.
  5
 Table of Content
  Competitive
Advantages
  We
believe that we have competitive advantages that will enable us to be selective
with respect to additional real estate investment opportunities. Our competitive
advantages include:
  ·substantial local market
expertise where we own properties;
 ·long standing
relationships with tenants, real estate brokers and institutional and other
owners of real estate in our markets; and
 ·fully integrated real
estate operations that allow us to respond quickly to acquisition
opportunities.
  Investment
and Financing Policies
  We will
consider the acquisition of additional multifamily properties, retail
properties, office buildings and business centers from time to time, with our
primary emphasis on office buildings and business centers.  These
properties may be located anywhere within the continental Europe; however, we
will continue to focus on the Netherlands and Germany.  We will evaluate
all new real estate investment opportunities based on a range of factors
including, but not limited to: (1) rental levels under existing leases; (2)
financial strength of tenants; (3) levels of expense required to maintain
operating services and routine building maintenance at competitive levels; and
(4) levels of capital expenditure required to maintain the capital components of
the property in good working order and in conformity with building codes,
health, safety and environmental standards.  We also plan not to acquire
any new properties at a capitalization rate less than five percent (5%).
 Any properties we acquire in the future would be managed and financed in
the same manner as the properties that we acquired in the merger, and we will
continue to enforce our policy of borrowing no more than eighty-five percent
(85%) of the sum of: (a) the appraised value of our fully-constructed properties
and (b) the appraised value of our properties in the development stage as if
those properties were completed and ninety-five percent (95%)
leased.
  Change
in Policies
  Our
Company, through its board of directors, determines our dividend, investment,
financing and other policies. The board of directors reviews these policies at
least annually to determine whether they are being followed and if they are in
the best interests of our shareholders. The board of directors may revise or
amend these policies at any time without a vote of the
shareholders.
  Working
Capital Practices
  Information
about our working capital practices are included in Management’s Discussion and
Analysis of Financial Condition and Results of Operations in Part II, Item
7.
  Environmental
Matters
  We
believe that our portfolio of properties complies in all material respects with
all local environmental laws, ordinances and regulations regarding
hazardous or toxic substances.  During the acquisitions, independent
environmental consultants have conducted environmental site assessments on
a majority of the properties that we acquired in the merger.  Site
assessments are intended to discover and evaluate information regarding the
environmental condition of the surveyed property and surrounding properties.
 These assessments may not, however, have revealed all environmental
conditions, liabilities or compliance concerns.
  6
 Table of Content
 Access
to Company Information
  We
electronically file our annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and all amendments to those reports with the
Securities and Exchange Commission (the “SEC”). The public may read and copy any
of the reports that are filed with the SEC at the SEC’s Public Reference Room at
450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at (800)-SEC-0330.
The SEC maintains an Internet site at www.sec.gov that contains reports, proxy
and information statements and other information regarding issuers that file
electronically.
  We make
available, free of charge, through our website, and by responding to requests
addressed to our investor relations department, the annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments
to those reports.  These reports are available as soon as reasonably
practical after such material is electronically filed or furnished to the SEC.
Our website address is www.royalinvestinternational.com. The information
contained on our website, or on other websites linked to our website, is not
part of this document.
  ITEM 1A - RISK FACTORS
  Factors That May Affect Our Future Results
  Cautionary Statements under the Private Securities Litigation Reform
Act of 1995.
  Certain information included in this report or in other materials we
have filed or will file with the Securities and Exchange Commission (the “SEC”)
(as well as information included in oral statements or other written statements
made or to be made by us) contains or may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended. You
can identify these statements by the fact that they do not relate strictly to
historical or current facts. They contain words such as “anticipate,”
“estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,”
“could,” “might” and other words or phrases of similar meaning in connection
with any discussion of future operating or financial performance. Such
statements include information relating to anticipated operating results,
financial resources, changes in revenues, changes in profitability, interest
expense, growth and expansion, anticipated income to be realized from our
investments in unconsolidated entities, the ability to acquire land, the ability
to gain approvals and to open new communities, the ability to sell properties,
the ability to secure materials and subcontractors, the ability to produce the
liquidity and capital necessary to expand and take advantage of opportunities in
the future, and stock market valuations. From time to time, forward-looking
statements also are included in our other periodic reports on Forms 10-Q and
8-K, in press releases, in presentations, on our website and in other material
released to the public.
  Any or all of the forward-looking statements included in this report
and in any other reports or public statements made by us may turn out to be
inaccurate.  This can occur as a result of incorrect assumptions or as a
consequence of known or unknown risks and uncertainties.  Many factors
mentioned in this report or in other reports or public statements made by us,
such as government regulation and the competitive environment, will be important
in determining our future performance. Consequently, actual results may differ
materially from those that might be anticipated from our forward-looking
statements.
  We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.
However, any further disclosures made on related subjects in our subsequent
reports on Forms 10-K, 10-Q and 8-K should be consulted. The following
cautionary discussion of risks, uncertainties and possible inaccurate
assumptions relevant to our business includes factors we believe could cause our
actual results to differ materially from expected and historical results. Other
factors beyond those listed below, including factors unknown to us and factors
known to us, which we have not determined to be material, could also adversely
affect us. This discussion is provided as permitted by the Private Securities
Litigation Reform Act of 1995, and all of our forward-looking statements are
expressly qualified in their entirety by the cautionary statements contained or
referenced in this section.
  7
 Table of Content
 Our control shareholders may effectively exercise control over
matters requiring shareholder approval.
  As of December 31, 2007, ECM Hoff Holding BV beneficially owns
approximately 49.6% of our outstanding common shares and Muermans Vast Goed
Roermond BV beneficially owns approximately 39.5% of our outstanding common
shares.  Together they effectively have the power to elect all of the
directors and control the management, operations and affairs of our Company.
Their ownership may discourage someone from making a significant equity
investment in our Company, even if we needed the investment to operate our
business.  Their holdings could be a significant factor in delaying or
preventing a change of control transaction that other shareholders may deem to
be in their best interests, such as a transaction in which the other
shareholders would receive a premium for their shares over their current trading
prices.
  Our cash flows and results of operations could be adversely affected
if legal claims are brought against us and are not resolved in our
favor.
  Claims have been brought against us in legal proceedings, which
have not had, and are not expected to have, a material adverse effect on our
business or financial condition.  Should claims be filed in the future, it
is possible that our cash flows and results of operations could be affected,
from time to time, by the negative outcome of one or more of such
matters.
  Risks Related to Our Business and Properties
  We may suffer losses at our properties that are not fully covered by
insurance.
  We carry comprehensive liability, fire, extended coverage, terrorism
and rental loss insurance covering all of our properties.  We believe the
policy specifications and insured limits are appropriate given the relative risk
of loss, the cost of the coverage and industry practice.  None of the
entities carry insurance for generally uninsured losses such as losses from
riots, war, acts of God or mold.  Some of the policies, like those covering
losses due to terrorism and floods, are insured subject to limitations involving
large deductibles or co-payments and policy limits, which may not be sufficient
to cover losses.  If we experience a loss which is uninsured or which
exceeds policy limits, we could lose the capital invested in the damaged
property as well as the anticipated future cash flows from that property.
 In addition, if the damaged property is subject to recourse indebtedness,
we would continue to be liable for the indebtedness, even if it was irreparably
damaged.
  Future terrorist attacks in Europe could harm the demand for and the
value of our properties.
  Future terrorist attacks in Europe, such as the attacks that
occurred in London and Madrid, and other acts of terrorism or war could harm the
demand for, and the value of, our properties.  A decrease in demand could
make it difficult for us to renew or re-lease our properties at lease rates
equal to, or above, historical rates.  Terrorist attacks also could
directly impact the value of our properties through damage, destruction, loss,
or increased security costs, and the availability of insurance for these acts
may be limited or costly.  To the extent that our tenants are impacted by
future attacks, their ability to honor obligations under their existing leases
with us could be adversely affected.
  8
 Table of
Content
 The
value of our propertiesare
subject to risks associated with real estate assets and with the real estate
industry in general.
  We depend on our ability to generate revenues in excess of
expenses, scheduled principal payments on debt and capital expenditure
requirements. Events and conditions generally applicable to owners and operators
of real property that are beyond our control that could impact the value of
our properties include:
  ·local oversupply,
increased competition or reduction in demand for office, business centers or
multifamily properties;
 ·inability to collect rent
from tenants;
 ·vacancies or our inability
to rent space on favorable terms;
 ·increased operating costs,
including insurance premiums, utilities and real estate taxes;
 ·costs of complying with
changes in governmental regulations;
 ·the relative illiquidity
of real estate investments;
 ·changing market
demographics; and
 ·inability to acquire and
finance properties on favorable terms.
  In addition, periods of economic slowdown or recession, rising
interest rates subject to a cap limitations or declining demand for real
estate, or the public perception that any of these events may occur, could
result in a general decline in rents or in increased defaults under existing
leases, which could adversely affect our financial condition, results of
operations, cash flow, and ability to satisfy our debt service
obligations.
  We face significant competition, which may decrease the occupancy
and rental rates of our properties.
  We compete with several developers, owners and operators of
commercial real estate, many of which own properties similar to ours.  Our
competitors may be willing to make space available at lower prices than the
space in our properties.  If our competitors offer space at rental rates
below current market rates, we may lose potential tenants and be pressured to
reduce our rental rates to retain an existing tenant when its lease
expires.  As a result, our financial condition, results of operations, cash
flow, and ability to satisfy our debt service obligations could be
adversely affected.
  Our debt level could expose us to the risk of default under our
debt obligations.
  Payments of principal and interest on borrowings could leave us with
insufficient cash resources to operate our properties.  Our level of debt
could have significant adverse consequences, including:
  ·cash flow may be
insufficient to meet required principal and interest payments;
 ·we may be unable to borrow
additional funds as needed or on favorable terms;
 ·we may be unable to
refinance our indebtedness at maturity or the terms may be less favorable than
the terms of our original indebtedness;
 ·we may be forced to
dispose of one or more of our properties, possibly on disadvantageous
terms;
 ·we may default on our
obligations and the lenders or mortgagees may foreclose on the properties
securing their loans or receiving an assignment of rents and
leases;
 ·we may violate restrictive
covenants in our loan documents, which would entitle the lenders to accelerate
our debt obligations; and
 ·default under any one of
the mortgage loans with cross default provisions could result in a default on
other indebtedness.
  If any one of these events were to occur, our financial condition,
results of operations, cash flow, our ability to satisfy our debt service
obligations could be adversely affected.
  9
 Table of Content
 We could incur significant costs related to government regulation
and private litigation over environmental matters.
  Under various laws, ordinances and regulations relating to the
protection of the environment, a current or previous owner or operator of real
estate may be held liable for contamination resulting from the presence or
discharge of hazardous or toxic substances at that property, and may be required
to investigate and clean up any contamination at, or emanating from, that
property. These laws often impose liability, which may be joint and several,
without regard to whether the owner or operator knew of, or was responsible for,
the presence of the contaminants. The presence of contamination, or the failure
to remediate contamination, may adversely affect the owner’s ability to sell,
lease or develop the real estate or to borrow using the real estate as
collateral. In addition, the owner or operator of a site may be subject to
claims by third parties based on personal injury, property damage or other
costs, including costs associated with investigating or cleaning up the
environmental contamination present at, or emanating from, a
site.
  These environmental laws also govern the presence, maintenance and
removal of asbestos containing building materials, or “ACBM.”  These laws
require that ACBM be properly managed and maintained, and may impose fines and
penalties on building owners or operators who fail to comply with these
requirements. These laws may also allow third parties to seek recovery from
owners or operators for personal injury associated with exposure to asbestos
fibers. Some of our properties could contain ACBM.
  Some of the properties in our portfolio contain or could have
contained, or are adjacent to or near other properties that have contained or
currently contain underground storage tanks used to store petroleum products or
other hazardous or toxic substances.  These operations create a potential
for the release of petroleum products or other hazardous or toxic
substances.
  Recent news accounts suggest that there is an increasing amount of
litigation over claims that mold or other airborne contaminants have damaged
buildings or caused poor health.  Mold and certain other airborne
contaminants occur naturally and are present in some quantity in virtually every
structure. A plaintiff could successfully establish that mold or another
airborne contaminant at one of our properties causes or exacerbates certain
health conditions.  We generally have no insurance coverage for the cost of
repairing or replacing elements of a building or its contents that are affected
by mold or other environmental conditions, or for defending against this type of
lawsuit.
  We may incur significant costs complying with other
regulations.
  Our properties are subject to various regulatory requirements,
such as fire and life safety requirements. If we fail to comply with these
various requirements, we may be fined or have to pay private damage
awards.  We believe that our properties materially comply with all
applicable regulatory requirements.  These requirements could change in the
future requiring us to make significant unanticipated expenditures that could
adversely impact our financial condition, results of operations, cash flow, the
value of the Units, our ability to satisfy our debt service obligations and to
pay distributions.
  We may invest in joint ventures, which add another layer of risk to
our business.
  We may acquire properties through joint ventures, which could
subject us to certain risks, which may not otherwise be present, if we made the
investments directly. These risks include:
  ·the potential that our
joint venture partner may not perform;
 ·the joint venture partner
may have economic or business interests or goals that are inconsistent with or
adverse to our interests or goals;
 ·the joint venture partner
may take actions contrary to our requests or instructions or contrary to our
objectives or policies;
 ·the joint venture partner
might become bankrupt or fail to fund its share of required capital
contributions;
 ·we and the joint venture
partner may not be able to agree on matters relating to the property;
and
 ·we may become liable for
the actions of our third-party joint venture partners.
  Any disputes that may arise between joint venture partners and us
may result in litigation or arbitration that would increase our expenses and
prevent us from focusing our time and effort on the business of the joint
venture.
  10
 Table of
Content
 ITEM 1B          
UNRESOLVED STAFF COMMENTS
  None.
  ITEM
2.             PROPERTIES
  General
  We own eighteen officebuildings and
business centers. Set forth below is a description of each
property:
  ●Commercialreal
property located at Tackenweide 12, in Emmerich, Germany, situated on a 13,646
m2
site area (approximately 146,884 square feet), consisting of 9,005 m2 rentable
floor surface (approximately 96,929 square feet) business accommodation as well
as 1.478 m2
(approximately 15,909 square feet) rentable floor surface office
space.
 ●
Commercial
real propertylocated
at
Sloterweg
22in
Badhoevedorp, the Netherlands, situated on a 2,246 m2 site
area (approximately 24,176 square
feet),consisting
of2,680
m2
(approximately 28,817 square feet) rentable floor surface office
space.
 ● Commercial
real propertylocated
atMijlweg
7, in Vianen, the Netherlands situated on a 3,918 m2 site
area (approximately 42,173 square feet), consisting  of 652 m2
rental floor surface (approximately 7,018 square feet) business accomodation as
well as 2.227 m2
(approximately 23,971 square feet) rentable floor surface office
space.
  ● Commercial
real propertylocated
at DeBerenkoog
53, in Alkmaar, the Netherlands situated on a 2,995 m2 site
area (approximately 32,238 square feet), consisting  of 1,334
m2
rental floor surface (approximately 14,359 square feet) business accomodation as
well as 676 m2 (approximately 7,276 square feet) rentable floor surface
office space.
  ● Commercial
real propertylocated
atKeulsekade
216, in Utrecht, the Netherlands situated on a 11,565 m2 site
area (approximately 124,485 square feet), consisting  of 7,771
m2
rental floor surface (approximately 83,646 square feet) business accomodation as
well as 1,233 m2
(approximately 13,272 square feet) rentable floor surface office
space.
  ● Commercial
real propertylocated
atEdisonweg
9, in Woerden, the Netherlands situated on a 762 m2 site
area (approximately 8,202 square feet), consisting  of 775
m2 (approximately 8,342 square feet) rentable floor surface office
space.
  ● Commercial
real propertylocated
atDe Schans
1802, in Lelystad, the Netherland situated on a 1,658 m2 site
area (approximately 17,847 square feet), consisting  of 900 m2
rental floor surface (approximately 9,688 square feet) warehouse/storage space,
491 m2
rental floor surface (approximately 5,285 square feet) business accomodation as
well as 1,728 m2 (approximately 18,600 square feet) rentable floor surface
office space.
  ● Commercial
real propertylocated
atFranciscusweg
8-10, in Hilversum, the Netherlands situated on a 12,129 m2 site
area (approximately 130,556 square feet), consisting  of 1,550
m2
rental floor surface (approximately 16,684 square feet) business accomodation as
well as 10,266 m2(approximately
110,502 square feet) rentable floor surface office space.
  ● Commercial
real propertylocated
at Schepersmaat
4, in Assen, the Netherlands, situated on a 39,344 m2 site
area (approximately 423,495 square feet), consisting  of 400 m2
rental floor surface (approximately 4,306 square feet) warehouse/storage space
as well as 17,938 m2(approximately
193,083 square feet) rentable floor surface office
space.
  11
  Table of
Content
 ● Commercial
real propertylocated
at Parallelweg
29 in Beverwijk, The Netherlands situated on a 4,808 m2 site
area (approximately 51,753 square feet), consisting  of 2,975
m2
rental floor surface (approximately 32,023 square feet) rentable floor
surface office
space.
  ● Commercial
real propertylocated
at
Kriuisweg 855, 857, 859 in Hoofddorp, The Netherlands situated on a 4,470
m2 site
area (approximately 48,115 square feet), consisting  of 1,881
m2
rental floor surface (approximately 20,247 square feet) rentable floor
surface office space.
  ● Commercial
real propertylocated
at
Schinkelwaard 20 in Alkmaar, The Netherlands situated on a 1,626 m2 site
area (approximately 17,502 square feet), consisting  of 2,576
m2
rental floor surface (approximately 27,728 square feet) rentable floor
surface office
space.
  ●
Commercial
real propertylocated
at
Willemstraat 47, 67, 69 in Hengelo, The Netherlandsc situated on a 1,247
m2 site
area (approximately 13,423 square feet), consisting  of 1,680
m2
rental floor surface (approximately 18,083 square feet) rentable floor
surface office space.
  ●
Commercial
real propertylocated
at
Zuidermolenweg 7 in Amsterdam, The Netherlands situated on a 900 m2 site
area (approximately 9,688 square feet), consisting  of 1,250
m2
rental floor surface (approximately 13,455 square feet) rentable floor
surface office space.
  ● Commercial
real propertylocated
at
Emmakade 59-60 in Leeuwarden, The Netherlands situated on a 2,234 m2 site
area (approximately 24,047 square feet), consisting  of 617 m2
rental floor surface (approximately 6,641 square feet) warehouse/storage space
as well as 4,533 m2(approximately
48,793 square feet) rentable floor surface office
space.
  ● Commercial
real propertylocated
at
Produktieweg1 in Roermond, The Netherlands situated on a 6,075 m2 site
area (approximately 65,391 square feet), consisting  of 4,012
m2
rental floor surface (approximately 43,185 square feet) rentable floor
surface office space.  ●
Commercial
real propertylocated
at
Stuartweg 2 in Vianen, The Netherlands situated on a 12,366 m2 site
area (approximately 133,107 square feet), consisting  of 1,885
m2
rental floor surface (approximately 20,290 square feet) business
accomodation as well as 3,120 m2(approximately
33,583 square feet) rentable floor surface office
space.
  ● Commercial
real propertylocated
at
Nieuwzeelandweg 10 in Amsterdam, The Netherlands situated on a 5,865 m2 site
area (approximately 63,130 square feet), consisting  of 635 m2
rental floor surface (approximately 6,835 square feet) warehouse/storage
space, 996 m2
rental floor surface (approximately 10,721 square feet) business
accomodation as well as 220 m2(approximately
2,368 square feet) rentable floor surface office
space.
  A
summary of the officebuildings
and business centers we own:
 Property
                            
                            
                            Total Lettable Floor Area
      (m2)
                            
                            
                            Rentable Floor Warehouse / Storage
      (m2)
                            
                            
                            Rentable Floor Business Accommod.
      (m2)
                            
                            
                            Rentable Floor Office Space
      (m2)
                            
                            
                            Total Site Area
      (m2)
                            
                            
                            Total Lettable Floor Area
      (ft2)
                            
                            
                            Rentable Floor Warehouse / Storage
      (ft2)
                            
                            
                            Rentable Floor Business Accommod.
      (ft2)
                            
                            
                            Rentable Floor Office Space
      (ft2)
                            
                            
                            Total Site Area
      (ft2)Alfang BV
                            Hoofddorp
                            Kruisweg
      855-859
                            
                            
                            1,881
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            1,881
                            
                            
                            
                            4,470
                            
                            
                            
                            20,246.9
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            20,246.9
                            
                            
                            
                            48,114.7Alfang BV
                            Hengelo
                            Willemstraat 47, 67 en
      69
                            
                            
                            1,680
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            1,680
                            
                            
                            
                            1,247
                            
                            
                            
                            18,083.4
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            18,083.4
                            
                            
                            
                            13,422.6Alfang BV
                            Beverwijk
                            Parallelweg
    29
                            
                            
                            2,975
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            2,975
                            
                            
                            
                            4,808
                            
                            
                            
                            32,022.6
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            32,022.6
                            
                            
                            
                            51,752.9Alfang BV
                            Alkmaar
                            Schinkelwaard
      20
                            
                            
                            2,576
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            2,576
                            
                            
                            
                            1,626
                            
                            
                            
                            27,727.8
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            27,727.8
                            
                            
                            
                            17,502.1Alfang BV
                            Amsterdam
                            Zuidermolenweg
      7
                            
                            
                            1,250
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            1,250
                            
                            
                            
                            900
                            
                            
                            
                            13,454.9
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            13,454.9
                            
                            
                            
                            9,687.5Amogb BV
                            Roermond
                            Productieweg
    1
                            
                            
                            4,012
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            4,012
                            
                            
                            
                            6,075
                            
                            
                            
                            43,184.8
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            43,184.8
                            
                            
                            
                            65,390.8Amogb BV
                            Vianen
                            Stuartweg 2
                            
                            
                            5,005
                            
                            
                            
                            
                            
                            
                            1,885
                            
                            
                            
                            3,120
                            
                            
                            
                            12,366
                            
                            
                            
                            53,873.4
                            
                            
                            
                            
                            
                            
                            20,290.0
                            
                            
                            
                            33,583.4
                            
                            
                            
                            133,106.5Amogb BV
                            Amsterdam
                            Nieuwzeelandweg
      10
                            
                            
                            1,851
                            
                            
                            
                            635
                            
                            
                            
                            996
                            
                            
                            
                            220
                            
                            
                            
                            5,865
                            
                            
                            
                            19,924.0
                            
                            
                            
                            6,835.1
                            
                            
                            
                            10,720.9
                            
                            
                            
                            2,368.1
                            
                            
                            
                            63,130.3RIE
                            Woerden
                            Edisonweg 9
                            
                            
                            775
                            
                            
                            
                            
                            
                            
                            
                            0
                            
                            
                            
                            775
                            
                            
                            
                            762
                            
                            
                            
                            8,342.0
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            8,342.0
                            
                            
                            
                            8,202.1RIE
                            Vianen
                            Mijlweg 7
                            
                            
                            3,472
                            
                            
                            
                            593
                            
                            
                            
                            652
                            
                            
                            
                            2,227
                            
                            
                            
                            3,918
                            
                            
                            
                            37,372.3
                            
                            
                            
                            6,383.0
                            
                            
                            
                            7,018.1
                            
                            
                            
                            23,971.2
                            
                            
                            
                            42,173.0RIE
                            Utrecht
                            Keulsekade
    216
                            
                            
                            9,004
                            
                            
                            
                            
                            
                            
                            
                            7,771
                            
                            
                            
                            1,233
                            
                            
                            
                            11,565
                            
                            
                            
                            96,918.2
                            
                            
                            
                            
                            
                            
                            
                            83,646.3
                            
                            
                            
                            13,271.9
                            
                            
                            
                            124,484.6RIE
                            Lelystad
                            De Schans
    1802
                            
                            
                            3,119
                            
                            
                            
                            900
                            
                            
                            
                            491
                            
                            
                            
                            1,728
                            
                            
                            
                            1,658
                            
                            
                            
                            33,572.6
                            
                            
                            
                            9,687.5
                            
                            
                            
                            5,285.1
                            
                            
                            
                            18,600.0
                            
                            
                            
                            17,846.6RIE
                            Alkmaar
                            De Berenkoog
    53
                            
                            
                            2,010
                            
                            
                            
                            
                            
                            
                            
                            1,334
                            
                            
                            
                            676
                            
                            
                            
                            2,995
                            
                            
                            
                            21,635.5
                            
                            
                            
                            
                            
                            
                            
                            14,359.1
                            
                            
                            
                            7,276.4
                            
                            
                            
                            32,237.9RIE
                            Hilversum
                            Franciscusweg
      8-10
                            
                            
                            11,816
                            
                            
                            
                            
                            
                            
                            
                            1,550
                            
                            
                            
                            10,266
                            
                            
                            
                            12,129
                            
                            
                            
                            127,186.4
                            
                            
                            
                            
                            
                            
                            
                            16,684.1
                            
                            
                            
                            110,502.3
                            
                            
                            
                            130,555.5RIE
                            Badhoevedorp
                            Sloterweg
22
                            
                            
                            2,680
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            2,680
                            
                            
                            
                            2,246
                            
                            
                            
                            28,847.3
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            28,847.3
                            
                            
                            
                            24,175.7RIE
                            Leeuwarden
                            Emmakade
    59-60
                            
                            
                            5,150
                            
                            
                            
                            617
                            
                            
                            
                            
                            
                            
                            
                            4,533
                            
                            
                            
                            2,234
                            
                            
                            
                            55,434.1
                            
                            
                            
                            6,641.3
                            
                            
                            
                            
                            
                            
                            
                            48,792.8
                            
                            
                            
                            24,046.6RIE
                            Assen
                            Schepersmaat
    4
                            
                            
                            18,338
                            
                            
                            
                            400
                            
                            
                            
                            
                            
                            
                            
                            17,938
                            
                            
                            
                            39,344
                            
                            
                            
                            197,388.6
                            
                            
                            
                            4,305.6
                            
                            
                            
                            
                            
                            
                            
                            193,083.0
                            
                            
                            
                            423,495.3RIGP1 BV
                            Emmerich
                            Tachenweide
    12
                            
                            
                            10,483
                            
                            
                            
                            
                            
                            
                            
                            9,005
                            
                            
                            
                            1,478
                            
                            
                            
                            13,646
                            
                            
                            
                            112,838.1
                            
                            
                            
                            
                            
                            
                            
                            96,929.0
                            
                            
                            
                            15,909.1
                            
                            
                            
                            146,884.3Total
                            
                            
                            88,077
                            
                            
                            
                            3,145
                            
                            
                            
                            23,684
                            
                            
                            
                            61,248
                            
                            
                            
                            127,854
                            
                            
                            
                            948,052.9
                            
                            
                            
                            33,852.5
                            
                            
                            
                            254,932.4
                            
                            
                            
                            659,268.0
                            
                            
                            
                            1,376,208.9
 12


Table of
Content


Properties
are depreciated using the straight-line method over the estimated useful lives
of the assets. The estimated useful lives are as follows:
 
 Buildings
                25-50
      yearsImprovements
                5-35
      yearsEquipment
                5 years


Corporate
Headquarters


The following propertiesare used in the operation of our business:





Our
principal executive offices are located at 595 Fifth Avenue, 4th Floor, New York,
New York 10017, in the United States of America.  Our principal
administrative offices for our European operations are located at Ditlaar
7,1066 EE
Amsterdam,1070 AC
Amsterdam,The
Netherlands.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





No
matters were submitted to a vote of security holders, through the solicitation
of proxies or otherwisw, during the fourth quarter of the year ended December
31, 2008.






13


Table of
Content
  PART
II





ITEM
5.            MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER
PURCHASES OF EQUITY SECURITIES





On
December 31, 2008, there were approximately 115 shareholders of record of
our common stock.  Our common stock currently is available for trading
on the OTC:BB 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.






Three
      Months EndedMarch
      31
            
            
            June
      30
            
            
            September
      30
            
            
            December
      312008High
            
            $
            1.80
            
            
            $
            1.05
            
            
            $
            1.26
            
            
            $
            1.26Low
            
            $
            0.51
            
            
            $
            0.13
            
            
            $
            0.26
            
            
            $
            0.152007High
            
            $
            0.34
            
            
            $
            0.15
            
            
            $
            1.75
            
            
            $
            1.75Low
            
            $
            0.10
            
            
            $
            0.13
            
            
            $
            0.11
            
            
            $
            0.25






Preferred
Stock





The
company has 1,000,000 of preferred stock authorized with a par value of
$0.001.  1,000 are issued and outstanding to E.C.M. Hoff Holding
BV.  The preferred shares have a right to appoint one member to the
Board of Directors and the right to request the Board of Directors to call for a
shareholders’ meeting.





Transfer
Agent





The
Company’s transfer agent and registrar of the common stock is:





Interwest
Transfer Company, Inc.


1981 East
Murray Holladay Road, Suite 100


P.O. Box 17136


Salt Lake City, UT 84117


Phone: (801) 272-9294




14


Table of
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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
Company has not sold during any shares during its current fiscal year ended
December 31, 2008.  Information with respect to previously reported
sales prior to January 1, 2008 may be found in the Company’s prior year
filings.









ITEM
6.            
SELECTED FINANCIAL DATA
  The following table sets forth our selected financial data for 2008 and
2007.  The combined financial information is presened to provide a basis
for discussion.  We have derived the statement of operations and balance
sheet data for the years ended December 31, 2008 and 2007 from our audited
financial statements.
   15


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Year
      Ended December 31,2008
                
                
                2007STATEMENT
      OF OPERATIONS DATAREVENUES:Base
      Rents
                
                $
                11,072,308
                
                
                $
                267,178Real Estate Services
                
                
                395,547
                
                
                
                -Other Income
                
                
                1,779,264
                
                
                
                -Total
      revenues
                
                
                13,247,119
                
                
                
                267,178EXPENSES:Operating
      Services
                
                
                3,387,895
                
                
                
                123,118Real
      Estate Taxes
                
                
                213,746
                
                
                
                8,669Compensation - Related Parties
                
                
                -
                
                
                
                610,104General
      and Administrative
                
                
                6,460,129
                
                
                
                764,785Fair
      Value Adjustment on Property
                
                
                8,387,914
                
                
                
                200,467Expenses
      incured in acquisitions
                
                
                -
                
                
                
                142,117Depreciation
                
                
                2,997,725
                
                
                
                66,520Total operating
      expenses
                
                
                21,447,409
                
                
                
                1,915,780OPERATING LOSS
                
                
                (8,200,290
                )
                
                
                (1,648,602
                )OTHER INCOME
      (EXPENSES)Interest
      Income
                
                
                209,979
                
                
                
                20,192Interest
      Expense
                
                
                (8,211,778
                )
                
                
                (377,681
                )Change
      in Value of Derivative Liability
                
                
                2,313,130
                
                
                
                (1,798,095
                )Loss
      on Debt Modification
                
                
                (1,416,852
                )
                
                
                -Amortization
      - Debt Discount
                
                
                (541,096
                )
                
                
                -Currency
      Gain
                
                
                102,121
                
                
                
                9,392Amortization - Deferred Financing
      Costs
                
                
                (535,463
                )
                
                
                (21,211
                )(8,079,959
                )
                
                
                (2,167,403
                )Loss From Continuing Operations
      Before Income Taxes
                
                
                (16,280,249
                )
                
                
                (3,816,005
                )Provision for Income
      Taxes
                
                
                39,250
                
                
                
                11,191NET
      LOSS
                
                $
                (16,319,499
                )
                
                $
                (3,827,196
                )NET LOSS
      PER COMMON SHARE - Basic and Diluted
                
                $
                (0.11
                )
                
                $
                (0.40
                )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING
                
                
                150,208,861
                
                
                
                9,672,430BALANCE
      SHEET DATALand,
      buildings and amenities, net
                
                
                132,569,118
                
                
                
                149,714,314Total
      assets
                
                
                136,130,418
                
                
                
                154,802,469Mortgages and notes payable
                
                
                121,849,997
                
                
                
                121,899,165
    16


Table of
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ITEM
7.            
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS


This
section provides our Management’s Discussion and Analysis of Financial Condition
and Results of Operations
(‘‘MD&A”).




The
following discussion should be read in conjunction with the financial statements
and supplementary data appearing in Part II, Item
8.




Critical
Accounting Policies




General




A
critical accounting policy is one that would materially affect our operations or
financial condition, and requires management to make estimates or judgments in
certain circumstances.  These judgments often result from the need to make
estimates about the effect of matters that are inherently uncertain. 
Critical accounting policies discussed in this section are not to be confused
with accounting principles and methods disclosed in accordance with U.S.
generally accepted accounting principles (‘‘GAAP’’).  GAAP requires
information in financial statements about accounting principles, methods used
and disclosures pertaining to significant estimates.  The following
disclosure discusses judgments known to management pertaining to trends, events
or uncertainties known which were taken into consideration upon the application
of those policies and the likelihood that materially different amounts would be
reported upon taking into consideration different conditions and
assumptions.




Impairment
and Valuation




Statement
of Financial Accounting Standards (‘‘SFAS’’) No. 144 “Accounting for the
Impairment or Disposal of Long-Lived Assets,’’ specifies circumstances in which
certain long-lived assets must be reviewed for impairment.  If this review
indicates that the carrying amount of an asset exceeds the sum of its expected
future cash flows, the asset’s carrying value must be written down to fair
value.  In determining the value of an investment property and whether the
investment property is impaired, management considers several factors such as
projected rental and vacancy rates, property operating expenses, capital
expenditures, interest rates and recent appraisals when available.  The
capitalization rate used to determine property valuation is based on among
others, the market in which the investment property is located, length of
leases, tenant financial strength, the economy in general, demographics,
environment, property location, visibility, age and physical condition. 
All of these factors are considered by management in determining the value of
any particular investment property.  The value of any particular investment
property is sensitive to the actual results of any of these factors, either
individually or taken as a whole.  If the actual results differ from
management’s judgment, the valuation could be negatively or positively
affected.




The
mergers was accounted for using the purchase method of accounting in accordance
with SFAS No. 141 ‘‘Business Combinations.’’  Royal Invest Europe BV
was treated as the purchasing entity.  For the merger, the portion of the
assets and liabilities acquired from unaffiliated third parties was adjusted to
reflect its fair market value.  That portion owned by affiliates of the
Company was reflected at historical cost.




In
accordance with SFAS No. 141, we allocate the purchase price of each
acquired investment property among land, buildings and improvements, other
intangibles, including acquired above market leases, acquired below market
leases and acquired in place lease origination cost which is the market cost
avoidance of executing the acquired leases.  Allocation of the purchase
price is an area that requires complex judgments and significant
estimates.  We use information contained in third-party appraisals as the
primary basis for allocating the purchase price between land and
buildings.  A pro rata portion of the purchase price is allocated to the
value of avoiding a lease-up period for acquired in-place leases.  The
value of in-place leases is amortized to expense over the remaining initial term
of the respective leases.  A portion of the purchase price is allocated to
the estimated lease origination cost based on estimated lease execution costs
for similar leases and considered various factors including geographic location
and size of leased space.  We then evaluate acquired leases based upon
current market rates at the acquisition date and various other factors including
geographic location, size and the location of leased space within the property,
tenant profile and the credit risk of the tenant in determining whether the
acquired lease is above or below market.  After acquired leases are
determined to be at, above or below market, we allocate a pro rata portion of
the purchase price to any acquired above or below market lease based upon the
present value of the difference between the contractual lease rate and the
estimated market rate.  We also consider an allocation of purchase price to
in-place leases that have a customer relationship intangible value.  The
characteristics we consider in allocating these values include the nature and
extent of existing business relationships with the tenant, growth prospects for
developing new business with the tenant and the tenant’s credit quality and
expectations of lease renewals.  We did not have any tenants with whom we
have identified a developed relationship that we believe had any intangible
value.




Recognition
of Rental Income




Under
GAAP, we are required to recognize rental income based on the effective monthly
rent for each lease.  The effective monthly rent is equal to the average
monthly rent during the term of the lease, not the stated rent for any
particular month.  The process, known as ‘‘straight-lining’’ or
‘‘stepping’’ rent generally has the effect of increasing rental revenues during
the early phases of a lease and decreasing rental revenues in the latter phases
of a lease.  If rental income calculated on a straight-line basis
exceeds the cash rent due under the lease, the difference is recorded as an
increase in deferred rent receivable and included as a component of accounts
receivable on the relevant balance sheet.  If the cash rent due under the
lease exceeds rental income calculated on a straight-line basis, the difference
is recorded as a decrease in deferred rent receivable and is recorded as a
decrease of accounts receivable on the relevant balance sheet.  We defer
recognition of contingent rental income, such as percentage or excess rent,
until the specified target that triggers the contingent rental income is
achieved.  We periodically review the collectability of outstanding
receivables.  Allowances are generally taken for tenants with outstanding
balances due for a period greater than ninety days and tenants with outstanding
balances due for a period less than ninety days but that we believe are
potentially uncollectible.




Recognition
of Lease Termination Income




We
recognize lease termination income upon receipt of the income.  We accrue
lease termination income if there is a signed termination agreement, all of the
conditions of the agreement have been met and the tenant is no longer occupying
the property.




Cost
Capitalization and Depreciation
Policies




We
review all expenditures and capitalize any item exceeding $2,500 deemed to be an
upgrade or a tenant improvement with an expected useful life greater than one
year.  Land, buildings and amenities are stated at cost.  Depreciation
expense is computed using the straight-line method over the estimated useful
lives of the assets.  Buildings and improvements have estimated useful
lives between 25-50 years, land improvements have estimated useful lives of 5-35
years and amenities have estimated useful lives of 5 years.  Acquired above
and below market leases are amortized on a straight-line basis over the life of
the related leases as an adjustment to rental income.  Acquired in place
lease origination cost is amortized over the life of the lease as a component of
amortization expense.




17


Table of
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Liquidity
and Capital Resources




Our
most liquid asset is our cash.  Operating income generated by the
properties will be the primary source from which we generate
cash.  Our main uses of cash will relate to capital expenditures,
required payments of mortgages and notes payable, distributions and property
taxes.




Cash
Flow from Operating Activities




Net
cash provided by operating activities
increased from ($228,877)  for the year ended December 31,
2007 to $1,400,234 for the year ended December 31, 2008.  The
increase is primarily the result of an increased loss from operating
activities from ($3,827,196) for the year ended December 31, 2007
to ($16,319,499) for the year ended December 31, 2008, an
increase in depreciation from $66,520 for the year ended December 31,
2007 to $2,997,725  for the year ended December 31,
2008, the decrease in change in value of derivative liability
from $1,798,095 for the year ended December 31, 2006
to ($2,313,130) for the year ended December 31, 2007, the increase on
loss on debt modification from $0 for the year ended December 31, 2007
to $1,416,852 for the year ended December 31, 2008, the increase
in fair value adjustment on property from $200,467 for the year ended
December 31, 2007 to $8,387,914 for the year ended December 31,
2008, and the increase in accrued interest from $45,596 for the year
ended December 31, 2007 to $4,183,285 for the year ended
December 31, 2008,




Cash
Flow from Investing Activities




Net
cash used in investing activities
decreased from $206,753 for the year ended December 31, 2007
to ($195,675) for the year ended December 31, 2008.  The
decrease is primarily the result of a decrease in property
acquired from $0 for the year ended December 31, 2007 to ($195,675)
for the year ended December 31, 2008 and a decrease in cash acquired in
acquisition from $206,753 for the year ended December 31, 2007 to
approximately $0 for the year ended December 31,
2008.




Cash
Flow from Financing Activities




Net
cash used in financing activities decreased from approximately
$499,638 for the year ended December 31, 2007 to approximately ($791,435)
for the year ended December 31, 2008.




Future
Liquidity




Our
future liquidity depends significantly on our properties’ occupancy remaining at
a level which allows us to make debt payments and have adequate working capital,
currently and in the future.  If occupancy were to fall below that level
and remain at or below that level for a significant period of time, our ability
to make payments due under our debt agreements and to continue paying daily
operational costs would be greatly impaired.  In the next twelve months, we
intend to operate the properties in a similar manner to their operation in
recent years.  Cash reserves, which consist of unrestricted cash as shown
on our balance sheet, was $278,817 on December 31,
2008.




Property
Transactions




Acquisitions




During
the year ended December 31, 2008, we had no property
acquisitions.




Dispositions




During the year ended December 31, 2008, we had no property
disposition.




18


Table of
Content





RESULTS
OF OPERATIONS




YEAR
ENDED DECEMBER 31, 2008 AS COMPARED TO DECEMBER 31, 2007






This
section includes our actual results of operations for the years ended
December 31, 2008 and 2007.  As of December 31, 2008, we owned
wholly 18 commercial properties.  We generate substantially all of our
operating income from property
operations.




2008
              
              
              2007Revenues
              
              $
              13,247,119
              
              
              $
              267,178Operating
      Services
              
              
              3,387,895
              
              
              
              123,118General
      and Administrative
      Expenses
              
              
              6,460,129
              
              
              
              764,785Expenses
      Incurred in Seeking Acquisitions
              
              
              -
              
              
              
              142,117Compensation
      - Related
      Parties
              
              
              -
              
              
              
              610,104Fair
      Value Adjustment on Property
              
              
              8,387,914
              
              
              
              200,467Depreciation
              
              
              2,997,725
              
              
              
              66,520Real
      Estate Taxes
              
              
              213,746
              
              
              
              8,669Operating Loss
              
              
              (8,200,290
              )
              
              
              (1,648,602
              )Net
      Other
      Expenses
              
              
              (8,079,959
              )
              
              
              (2,167,403
              )Loss
      Before Income Taxes
              
              
              (16,280,249
              )
              
              
              (3,816,005
              )Provision
      for Income
      Taxes
              
              
              39,250
              
              
              
              11,191Net
      Loss
              
              $
              (16,319,499
              )
              
              $
              (3,827,196
              )


Our
net loss for the two years ended December 31, 2008 and
2007 $16,319,499, and $3,827,196,
respectively.




Rental
Income and Tenant Reimbursements




Rental
income from continuing operations for the years ended December 31, 2008 and
2007 were $11,072,308 and $267,178, respectively.  The increase
of $10,805,130, was primarily the result of the acquiring of
properties in December 2007.




General
and Administrative Expenses




General
and administrative expenses for the years ended December 31, 2008
and 2007 were $6,460,129 and $764,785 , respectively.  The increase
of $5,695,344 was primarily the result of the acquiring of properties in
December 2007.





19


Table of
Content





Expenses
Incurred in Seeking Acquisitions




Expenses
incurred in seeking acquisitions for the years ended December 31, 2008
and 2007 were $0 and $142,117, respectively.







Property
Taxes




Property
taxes for the years ended December 31, 2008 and 2007
were $213,746 and $8,669, respectively.  The increase of $205,077, was
primarily the result of the acquiring of properties in December
2007.






Depreciation




Depreciation expense
for the years ended December 31, 2008 and 2007 was $2,997,725 and
$66,520, respectively.  The increase of $2,931,205, is primarily the result
of the acquiring of properties in December 2007.






Interest
Expense




Interest
expense for the years ended December 31, 2008 and 2007 was $8,211,778
and $377,681, respectively.  The increase of $7,834,097, was primarily the
result of acquiring additional debt with the December 2007 acquisitions of
various
real estate properties in The Netherlands for a total market value of
€99.336.000 ($156,950,880 US) which was financed by a new mortgage for
€82,761,331 ($121,899,164 US) from the Bank of Scotland and SNS
Bank.




20
 Table of
Content


Contractual
Obligations and Commercial Commitments




Following
is an overview of the Company’s mortgages as of December 31,
2007:


Principal
      Balance atInterest
                
                
                December
      31, 2008Lender
                
                Rate
                
                
                in
      Euros
                
                
                in
      Dollars****
                
                MaturityBank
      of Schotland PLC
                
                
                *
                
                
                €
                78,943,797
                
                
                $
                111,287,071
                
                December
      27, 2013SNS
      Bank
                
                
                **
                
                
                
                2,901,774
                
                
                
                4,090,631
                
                Mature
      ***€
                81,845.571
                
                
                $
                115,377,702
  *
                Variable
      Interest Rate (Quarterly Euribor + 1,32%).**
                Variable
      Interest Rate (Monthly Euribor + 2%).***
                Royal
      Invest Europe is currently negotiating with the Bank of Schotland to
      refinance this object under the terms
      of the current Facility Agreement****
                Currency
      exchange rate for December 31, 2008 EUR € to US $ =
      1.4097
  At
December 31, 2008, the Properties are leased to tenants under operating leases
with various expiring dates through 2023. The lease provides for annual
base rents and the pass-through of charges for electrical usage.
 
 Future
minimum rentals to be received under non-cancelable operating leases over the
next five years:
  Year
                  
                  Amount2009
                  
                  
                  10,050,5502010
                  
                  
                  5,573,3592011
                  
                  
                  4,836,5282012
                  
                  
                  4,201,1372013
                  
                  
                  3,231,920Total
                  
                  $
                  27,893,494


ITEM
7A    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
  Our
primary market risk exposure with regard to financial instruments is expected to
be our exposure to changes in interest rates.  We refinanced substantially
all of our debt acquired at the time of our merger with instruments, which bear
a variable interest set quarterly at Euribor +1,32%.  A minimum of 65%
of the facility is subject to a hedging contract; 20% is capped, and the
remaining 15% is subject to market conditions.
   21
 Table of
Content
 
 ITEM
8    CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
  CONTENTS
 ______________________________________________________________________________________________
 
 Report of Independent Registered Public Accounting
      Firm
                Page  23
 
 Consolidated Balance Sheets
                24
 
 Consolidated Statements of Operations
                26
 
 Consolidated Statements of Cash Flows
                27
 
 Consolidated Statements of Changes in Stockholders’
      Equity (Deficit)
                29
 
 Notes to Consolidated Financial
    Statements
                30
 
  22
 Table of
Content
 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.
 Amsterdam,
The Netherlands
 
 
 We have
audited the accompanying consolidated balance sheets of Royal Invest
International Corp. and Subsidiaries as of December 31, 2008 and 2007 and the
related consolidated statements of operations, changes in stockholders’ equity,
and cash flows for each of the years in the two-year period ended December 31,
2008.  Royal Invest International Corp.’s management is responsible
for these financial statements.  Our responsibility is to express an
opinion on these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audits 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 on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also 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 provide a reasonable basis
for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Royal Invest International
Corp. and Subsidiaries as of December 31, 2008 and 2007, and the results of its
operations and its cash flows for each of the years in the two-year period ended
December 31, 2008, in conformity with accounting principles generally accepted
in the United States of America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 2
to the consolidated financial statements, the Company had a net loss of
$16,319,499 for the year ended December 31, 2008, and an accumulated deficit of
$21,141,391 at December 31, 2008, and there are existing uncertain conditions
which the Company faces relative to its obtaining financing, and capital in the
equity markets.  These conditions raise substantial doubt about its
ability to continue as a going concern.  Management’s plans regarding
those matters are also described in Note 2.  The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
 
 
 
 
 /s/
Meyler & Company, LLC
 
 
 Middletown,
NJ
 March 14,
2009


23
 Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES
  CONSOLIDATED BALANCE
SHEETS
   DECEMBER
      31,2008
                  
                  
                  2007ASSETSRental
      PropertyLand
                  
                  $
                  24,665,981
                  
                  
                  $
                  26,161,250Buildings
                  
                  
                  108,521,600
                  
                  
                  
                  121,394,223Improvements
                  
                  
                  2,216,586
                  
                  
                  
                  2,154,076Equipment
                  
                  
                  105,429
                  
                  
                  
                  78,072135,509,596
                  
                  
                  
                  149,787,621Less
      - accumulated depreciation
                  
                  
                  (2,940,478
                  )
                  
                  
                  (73,307
                  )Net
      Investment in Rental Property
                  
                  
                  132,569,118
                  
                  
                  
                  149,714,314Cash
      and Cash Equivalents
                  
                  
                  278,817
                  
                  
                  
                  176,765Current
      Rents Receivable, Net of Allowance for Doubtful Accounts of $130,524 as of
      December 31, 2008 and $-0- as of December 31, 2007
                  
                  
                  521,540
                  
                  
                  
                  681,492Other Receivables
                  
                  
                  -
                  
                  
                  
                  153,124Net
      VAT Receivable
                  
                  
                  -
                  
                  
                  
                  196,553Income
      Tax Receivable
                  
                  
                  -
                  
                  
                  
                  167,559Prepaid
      Expenses
                  
                  
                  187,759
                  
                  
                  
                  296,169Deposits
                  
                  
                  -
                  
                  
                  
                  221,767Deferred
      Financing Costs, Net
                  
                  
                  2,573,184
                  
                  
                  
                  3,194,726TOTAL
      ASSETS
                  
                  $
                  136,130,418
                  
                  
                  $
                  154,802,469
 The accompanying notes to consolidated financial
statements are an integral part of these statements.
  24
 Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES
  CONSOLIDATED BALANCE
SHEETS
   DECEMBER
      31,2008
                
                2007LIABILITIES
      AND STOCKHOLDERS' EQUITYLIABILITIESMortgages
      Payable
                
                $
                115,377,702
                
                
                $
                121,899,165Accounts
      Payable
                
                
                4,675,622
                
                
                
                3,072,789Net
      VAT Payable
                
                
                101,722
                
                
                
                -Accrued
      Expenses and other Liabilities
                
                
                81,499
                
                
                
                28,519Accrued
      Interest
                
                
                3,512,371
                
                
                
                77,977Accrued Interest - Related Parties
                
                
                312,217
                
                
                
                -Income
      Taxes Payable
                
                
                113,947
                
                
                
                73,363Loans
      Payable - Related Party
                
                
                1,774,449
                
                
                
                436,062Loans
      Payable - Other
                
                
                211,455
                
                
                
                56,435Notes
      Payable - Related Parties
                
                
                6,472,295
                
                
                
                -Convertible
      Notes
                
                
                426,000
                
                
                
                5,354,130Rents
      Received in Advance
                
                
                409,070
                
                
                
                327,910Deferred
      Income Taxes
                
                
                1,175,358
                
                
                
                1,391,165Minority
      Interest
                
                
                568,250
                
                
                
                593,726Derivative
      Liability
                
                
                -
                
                
                
                3,645,379TOTAL
      LIABILITIES
                
                
                135,211,957
                
                
                
                136,956,620STOCKHOLDERS'
      EQUITYPreferred
      Stock, $0.001 par value, 1,000,000 shares authorized; 1,000 shares issued
      and outstanding
                
                
                1
                
                
                
                1Common
      Stock, $0.001 par value; 300,000,000 shares authorized; 150,208,861
      shares issued and outstanding
                
                
                150,209
                
                
                
                150,209Additional
      Paid-In Capital
                
                
                22,282,703
                
                
                
                22,282,703Accumulated
      Other Comprehesive Income (Loss)
                
                
                (373,061
                )
                
                
                234,828Accumulated
      Deficit
                
                
                (21,141,391
                )
                
                
                (4,821,892
                )TOTAL
      STOCKHOLDERS' EQUITY
                
                
                918,461
                
                
                
                17,845,849TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                
                $
                136,130,418
                
                
                $
                154,802,469


The
accompanying notes to consolidated financial statements are an integral part of
these statements.
  25
 Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES
  CONSOLIDATED STATEMENTS
OF OPERATIONS







FOR
      THE YEARS ENDED DECEMBER 31,2008
            
            
            2007REVENUES:Base
      Rents
            
            $
            11,072,308
            
            
            $
            267,178Real
      Estate Services
            
            
            395,547
            
            
            
            -Other
      Income
            
            
            1,779,264
            
            
            
            -13,247,119
            
            
            
            267,178EXPENSES:Operating
      Services
            
            
            3,387,895
            
            
            
            123,118Real
      Estate Taxes
            
            
            213,746
            
            
            
            8,669Stock-based Compensation
            
            
            -
            
            
            
            610,104Fair
      Value Adjustment on Property
            
            
            8,387,914
            
            
            
            200,467General
      and Administrative
            
            
            6,460,129
            
            
            
            764,785Expenses
      incurred in acquisitions
            
            
            -
            
            
            
            142,117Depreciation
            
            
            2,997,725
            
            
            
            66,520Total
      Expenses
            
            
            21,447,409
            
            
            
            1,915,780OPERATING LOSS
            
            
            (8,200,290
            )
            
            
            (1,648,602
            )OTHER INCOME
      (EXPENSES)Interest Income
            
            
            209,979
            
            
            
            20,192Interest Expense
            
            
            (8,211,778
            )
            
            
            (377,681
            )Change in
      Value of Derivative Liability
            
            
            2,313,130
            
            
            
            (1,798,095
            )Loss
      on Debt Modification
            
            
            (1,416,852
            )
            
            
            -Amortization
      - Debt Discount
            
            
            (541,096
            )
            
            
            -Currency Gain
            
            
            102,121
            
            
            
            9,392Amortization - Deferred Financing Costs
            
            
            (535,463
            )
            
            
            (21,211
            )(8,079,959
            )
            
            
            (2,167,403
            )Loss Before Income
      Taxes
            
            
            (16,280,249
            )
            
            
            (3,816,005
            )Provision for Income
      Taxes
            
            
            39,250
            
            
            
            11,191NET
      LOSS
            
            $
            (16,319,499
            )
            
            $
            (3,827,196
            )NET LOSS
      PER COMMON SHARE - Basic and Diluted
            
            $
            (0.11
            )
            
            $
            (0.40
            )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING BASIC AND
      DILUTED
            
            
            150,208,861
            
            
            
            9,672,430




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




26


Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES
  CONSOLIATED STATEMENTS OF CASH
FLOWS
  FOR
      THE YEARS ENDED DECEMBER
      31,2008
                  
                  
                  2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Loss
                  
                  $
                  (16,319,499
                  )
                  
                  $
                  (3,827,196
                  )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Depreciation
                  
                  
                  2,997,725
                  
                  
                  
                  66,520Change
      in Value of Derivative Liability
                  
                  
                  (2,313,130
                  )
                  
                  
                  1,798,095Loss
      on Debt Modification
                  
                  
                  1,416,852
                  
                  
                  
                  -Currency
      Gain
                  
                  
                  (102,121
                  )
                  
                  
                  (9,392
                  )Amortization
      - Debt Discount
                  
                  
                  541,096
                  
                  
                  
                  -Amortization
      - Deferred Financing Costs
                  
                  
                  535,463
                  
                  
                  
                  21,211Fair
      Value Adjustment on Property
                  
                  
                  8,387,914
                  
                  
                  
                  200,467Provision
      for Doubtful Accounts
                  
                  
                  130,524
                  
                  
                  
                  -Deferred
      Income Tax
                  
                  
                  (215,807
                  )
                  
                  
                  11,191Stock
      Based Compensation
                  
                  
                  -
                  
                  
                  
                  237,104Other
                  
                  
                  2,267
                  
                  
                  
                  -Changes
      in operating assets and liabilities(Increase)
      Decrease in:Current
      Rents Receivable
                  
                  
                  (747,805
                  )
                  
                  
                  89,227Other
      Receivables
                  
                  
                  152,965
                  
                  
                  
                  -Net
      VAT Receivable
                  
                  
                  196,345
                  
                  
                  
                  23,897Income
      Tax Receivable
                  
                  
                  167,272
                  
                  
                  
                  4,594Prepaid
      Expenses
                  
                  
                  100,454
                  
                  
                  
                  -Deposits
                  
                  
                  221,532
                  
                  
                  
                  -Increase
      (Decrease) in:Accounts
      Payable
                  
                  
                  1,757,120
                  
                  
                  
                  1,084,783Net
      VAT Payable
                  
                  
                  106,170
                  
                  
                  
                  -Accrued
      Expenses and Other Liabilities
                  
                  
                  56,574
                  
                  
                  
                  1,567Accrued
      Interest
                  
                  
                  4,183,285
                  
                  
                  
                  45,596Income
      Taxes Payable
                  
                  
                  45,644
                  
                  
                  
                  14,354Rents
      Received in Advance
                  
                  
                  99,394
                  
                  
                  
                  9,105Net cash provided by (used in) operating activities
                  
                  
                  1,400,234
                  
                  
                  
                  (228,877
                  )CASH
      FLOWS FROM INVESTING ACTIVITIESProperty
      Acquired
                  
                  
                  (195,675
                  )
                  
                  
                  -Cash
      Acquired in Acquisitions
                  
                  
                  -
                  
                  
                  
                  206,753Net cash (used in) provided by investing activities
                  
                  
                  (195,675
                  )
                  
                  
                  206,753CASH
      FLOWS FROM FINANCING ACTIVITIESPayments
      on Mortgages Payable
                  
                  
                  (1,347,394
                  )
                  
                  
                  -Proceeds
      from loans payable - related parties
                  
                  
                  400,879
                  
                  
                  
                  -Proceeds
      from loans payable -other
                  
                  
                  155,080
                  
                  
                  
                  -Bank
      Overdraft
                  
                  
                  -
                  
                  
                  
                  (362
                  )Issuance
      of Common Stock
                  
                  
                  -
                  
                  
                  
                  500,000Net cash (used in) provided by financing activities
                  
                  
                  (791,435
                  )
                  
                  
                  499,638Net
      increase in cash and cash equivalents
                  
                  
                  413,124
                  
                  
                  
                  477,514Adjustment
      for change in exchange rate
                  
                  
                  (311,072
                  )
                  
                  
                  (300,749
                  )Cash
      and cash equivalents, beginning of period
                  
                  
                  176,765
                  
                  
                  
                  -Cash
      and cash equivalents, end of period
                  
                  $
                  278,817
                  
                  
                  $
                  176,765
  The accompanying notes
to consolidated financial statements are an integral part of these
statements
  27
 Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES
  CONSOLIATED STATEMENTS OF CASH FLOWS
(CONTINUED)
  
 FOR
      THE YEARS ENDED DECEMBER
      31,2008
                  
                  
                  2007SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONCASH
      PAID FORInterest
                  
                  $
                  4,028,493
                  
                  
                  $
                  -Taxes
                  
                  $
                  209,413
                  
                  
                  $
                  -NON-CASH
      INVESTING AND FINANCING ACTIVITIES:Accounts
      Receivable Settled with Amounts Due to Related Parties
                  
                  $
                  747,999
                  
                  
                  $
                  -Accrued
      Interest Classified to Amounts Due to Related Parties
                  
                  $
                  287,332
                  
                  
                  $
                  -Assets
      Acquired and Liabilties Assumed in Acquisition of
    SubsidiariesAcquisition
      of RIGP1 B.V. (Rico Staete)Cash
                  
                  
                  
                  
                  
                  
                  46,213Land
                  
                  
                  
                  
                  
                  
                  567,176Building
                  
                  
                  
                  
                  
                  
                  5,303,146Accounts
      Receivable
                  
                  
                  
                  
                  
                  
                  153,725Net
      VAT Receivable
                  
                  
                  
                  
                  
                  
                  39,209Dutch
      Tax Receivable
                  
                  
                  
                  
                  
                  
                  20,893Mortgage
      Payable
                  
                  
                  
                  
                  
                  
                  (4,647,976
                  )Accounts
      Payable
                  
                  
                  
                  
                  
                  
                  (110,114
                  )Accrued
      Expenses and other Liabilities
                  
                  
                  
                  
                  
                  
                  (16,844
                  )Income
      Tax Payable - Germany
                  
                  
                  
                  
                  
                  
                  (59,009
                  )Rent
      Received in Advance
                  
                  
                  
                  
                  
                  
                  (235,815
                  )Acquisition
      of RIDP1 (Alfang B.V.)Cash
                  
                  
                  
                  
                  
                  
                  585,567Land
                  
                  
                  
                  
                  
                  
                  2,690,952Building
      & Improvements
                  
                  
                  
                  
                  
                  
                  16,549,353Accounts
      Receivable
                  
                  
                  
                  
                  
                  
                  574,425Net
      VAT Receivable
                  
                  
                  
                  
                  
                  
                  4,405Dutch
      Tax Receivable
                  
                  
                  
                  
                  
                  
                  146,930Mortgage
      Payable
                  
                  
                  
                  
                  
                  
                  (16,422,088
                  )Accounts
      Payable
                  
                  
                  
                  
                  
                  
                  (31,040
                  )Accrued
      Expenses and other Liabilities
                  
                  
                  
                  
                  
                  
                  (9,590
                  )Loans
      Payable
                  
                  
                  
                  
                  
                  
                  (2,376,776
                  )Deferred
      Income Taxes
                  
                  
                  
                  
                  
                  
                  (42,403
                  )Rent
      Received in Advance
                  
                  
                  
                  
                  
                  
                  (281,393
                  )Acquisition
      of RIDP2 (AmogB B.V.)Land
                  
                  
                  
                  
                  
                  
                  3,658,336Building
                  
                  
                  
                  
                  
                  
                  14,082,766Accounts
      Receivable
                  
                  
                  
                  
                  
                  
                  8,974Prepaid
      Expense
                  
                  
                  
                  
                  
                  
                  42,267Dutch
      Tax Receivable
                  
                  
                  
                  
                  
                  
                  1,945Mortgage
      Payable
                  
                  
                  
                  
                  
                  
                  (10,986,557
                  )Accounts
      Payable
                  
                  
                  
                  
                  
                  
                  (410
                  )Loans
      Payable
                  
                  
                  
                  
                  
                  
                  (799,794
                  )Deferred
      Income Taxes
                  
                  
                  
                  
                  
                  
                  (1,072,257
                  )Rent
      Received in Advance
                  
                  
                  
                  
                  
                  
                  (8,753
                  )Acquisition
      of Real EstateLand
                  
                  
                  
                  
                  
                  
                  17,247,659Building
                  
                  
                  
                  
                  
                  
                  83,810,746Capitalized
      Loan Costs
                  
                  
                  
                  
                  
                  
                  3,217,070Other
                  
                  
                  
                  
                  
                  
                  3,546Mortgage
      Payable
                  
                  
                  
                  
                  
                  
                  (82,721,083
                  )Convertible
      Debt
                  
                  
                  
                  
                  
                  
                  (6,628,398
                  )Preferred
      & Common Stock
                  
                  
                  
                  
                  
                  
                  (14,929,540
                  )OtherDebt
      Converted into Common Stock
                  
                  
                  
                  
                  
                  
                  408,000
 The accompanying notes
to consolidated financial statements are an integral part of these
statements.
 28





Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES
  CONSOLIDATED STATEMENT OF
CHANGES IN STOCKHOLDERS’ EQUITY
  DECEMBER 31, 2008
  Aditional
                
                Accumulated Other
                
                
                
                
                
                TotalPreferred
      Stock
                
                Common
Stock
                
                Paid-In
                
                Comprehensive
                
                
                Accumulated
                
                
                Stockholders'Shares
                
                Amount
                
                Shares
                
                Amount
                
                Capital
                
                Income (Loss)
                
                
                Deficit
                
                
                EquityBalance at December 31,
      2006
                
                
                $
                
                
                
                4,236,372
                
                
                $
                4,236
                
                
                $
                610,763
                
                
                $
                -
                
                
                $
                (994,696
                )
                
                $
                (379,697
                )Issuance of common stock for cash
      at $0.10 per share
                
                
                
                
                
                
                5,000,000
                
                
                
                5,000
                
                
                
                495,000
                
                
                
                
                
                
                
                
                
                
                
                500,000Issuance of common stock to CEO
      and CFO
                  for services rendered at $0.12
      pershare
                
                
                
                
                
                
                1,975,868
                
                
                
                1,976
                
                
                
                235,128
                
                
                
                
                
                
                
                
                
                
                
                237,104Conversion of debt to common stock
      at $0.75 per share
                
                
                
                
                
                
                544,000
                
                
                
                544
                
                
                
                407,456
                
                
                
                
                
                
                
                
                
                
                
                408,000Issuance of common stock for the
      acquisition of
                  Amogb B.V. at $1.00 per share
                
                
                
                
                
                
                2,190,000
                
                
                
                2,190
                
                
                
                2,187,810
                
                
                
                
                
                
                
                
                
                
                
                2,190,000Issuance of common stock for the
      acquisition of
                  Alfang B.V. at $1.20 per share
                
                
                
                
                
                
                1,687,500
                
                
                
                1,687
                
                
                
                2,023,313
                
                
                
                
                
                
                
                
                
                
                
                2,025,000Issuance of common stock for
      the
                  acquisitionof properties at
      $0.2078per share
                
                
                
                
                
                
                21,465,885
                
                
                
                21,466
                
                
                
                4,439,145
                
                
                
                
                
                
                
                
                
                
                
                4,460,611Issuance
      of common stock for debt owed for
                  RIGP1
      B.V. acquisition at $0.10 per share
                
                
                
                
                
                
                15,282,696
                
                
                
                15,283
                
                
                
                1,512,987
                
                
                
                
                
                
                
                
                
                
                
                1,528,270Issuance of preferred and
      common stock for the
                  acquisitionof propertiesat $0.10 per
      share
                1,000
                
                
                1
                
                
                97,202,653
                
                
                
                97,203
                
                
                
                9,623,061
                
                
                
                
                
                
                
                
                
                
                
                9,720,265Issuance of common stock for
      the
                  acquisition of propertiesat $1.20 per
      share
                
                
                
                
                
                
                623,887
                
                
                
                624
                
                
                
                748,040
                
                
                
                
                
                
                
                
                
                
                
                748,664Foreign Currency
      Translation
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                234,828
                
                
                
                
                
                
                
                234,828Net Loss for the Year Ended
      December 31, 2007
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (3,827,196
                )
                
                
                (3,827,196
                )Balance at December 31,
      2007
                1,000
                
                
                1
                
                
                150,208,861
                
                
                
                150,209
                
                
                
                22,282,703
                
                
                
                234,828
                
                
                
                (4,821,892
                )
                
                
                17,845,849Foreign
      Currency Translation
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (607,889
                )
                
                
                
                
                
                
                (607,889
                )Net Loss for the Year Ended
      December 31, 2008
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (16,319,499
                )
                
                
                (16,319,499
                )Balance at December 31,
      2008
                1,000
                
                $
                1
                
                
                150,208,861
                
                
                $
                150,209
                
                
                $
                22,282,703
                
                
                $
                (373,061
                )
                
                $
                (21,141,391
                )
                
                $
                918,461
  The accompanying notes
to consolidated financial statements are an integral part of these
statements.




29


Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS





DECEMBER
31, 2008







NOTE
1 – ORGANIZATION




Organization
 Royal
Invest International Corp., a Delaware corporation, (formerly “Wah King Invest
Corp”) together with its subsidiaries (collectively, the “Company”), owns,
operates and manages real estate, in Europe. On December 31, 2008, the Company
owned 18 properties. The properties aggregate approximately 88,077 square meters
(approximately 948,053 square feet), which are comprised of office buildings and
business centers.  The properties are located in Germany and the
Netherlands.
  NOTE
2 – GOING CONCERN
  The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of
business.  The Company has incurred a net operating loss of
$16,319,499 for the year ended December 31, 2008, has an accumulated deficit of
$21,141,391 at December 31, 2008, and there are existing uncertain conditions
which the Company faces relative to its obtaining financing and capital in the
equity markets. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern.  The accompanying consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
 
 The
Company is presently working to raise additional capital to meet its working
capital needs and is restructuring operating costs to be more in line with
revenues.  There can be no assurances, however, that it will be
successful in its efforts to raise capital or to reduce operating costs to a
level where it will attain profitability.
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Principal
of Consolidation
 The
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiaries.  All significant intercompany accounts and
transactions have been eliminated.
 
 Foreign
Currency Translation
 The
Company considers the EURO (“€”) to be its functional currency. Assets and
liabilities were translated into US dollars (“US$”) as of December 31, 2008 and
2007 at the period end exchange rates of €1.00 to US $1.4097 and € 1.00 to US
$1.4729, respectively. Statement of Operations amounts for the years ended
December 31, 2008 and 2007 were translated using the average rates during the
periods of € 1.00 to US $1.47134 and € 1.00 to US $1.37074,
respectively.
 
 Rental
Property
 Rental
properties are stated at cost less accumulated depreciation. Costs directly
related to the acquisition of rental properties are capitalized. Ordinary
repairs and maintenance are expensed as incurred; major replacements and
betterments, which improve or extend the life of the asset, are capitalized and
depreciated over their estimated useful lives.
  Properties
are depreciated using the straight-line method over the estimated useful lives
of the assets. The estimated useful lives are as follows:


Buildings
              25-50
      yearsImprovements
              5-35
      yearsEquipment
              5 years


Upon
acquisition of rental property, the Company estimates the fair value of acquired
tangible assets, consisting of land, building and improvements.The Company allocates
the purchase price to the assets acquired and liabilities assumed based on their
relative fair values.


30


Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS





DECEMBER
31, 2008






NOTE 3 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)




On a
periodic basis, management assesses whether there are any indicators that the
value of the Company’s real estate properties held for use may be impaired. A
property’s value is impaired only if management’s estimate of the aggregate
future cash flows (undiscounted and without interest charges) to be generated by
the property is less than the carrying value of the property. To the extent
impairment has incurred, the loss shall be measured as the excess of the
carrying amount of the property over the fair value. The Company’s estimates of
aggregate future cash flows expected to be generated by each property are based
on a number of assumptions that are subject to economic and market uncertainties
including, among others, demand for space, competition for tenants, changes in
market rental rates, and costs to operate each property. As these factors are
difficult to predict and are subject to future events that may alter
management’s assumptions, the future cash flows estimated by management in its
impairment analyses may not be achieved.  At December 31, 2007, one of
the rental properties had a carrying amount which exceeded its fair
value.  As a result the company had a charge to operations for US
$200,467 to adjust the carrying amount to fair value. At December 31, 2008, as a
result of the current global economy and its effect on real estate, management
assessed that there were factors that may impair the value of the Company’s real
estate properties. Based on a calculation using the above assumptions,
management estimated that the carrying amount of rental properties exceeded fair
value at December 31, 2008 and a charge to operations of US $8,387,914 (€
5,700,867) was recorded.




Cash and
Cash Equivalents
 All
highly liquid investments with a maturity of six months or less when purchased
are considered to be cash equivalents.
 
 Revenue
Recognition
 Base
rental revenue is recognized on a straight-line basis over the terms of the
respective leases. Included in current rents receivable are unbilled rents
receivable representing the amounts by which straight-line rental revenue
exceeds rents currently billed in accordance with the lease terms. Escalations
and recoveries from tenants are received from tenants for certain costs as
provided in the lease agreements. These costs generally include utilities,
insurance, common area maintenance and other recoverable costs. Other income
includes income from parking spaces leased to tenants, income from tenants for
additional services arranged for by the Company and income from tenants for
early lease terminations.
 
 Allowance
for Doubtful Accounts
 Management
periodically performs a detailed review of amounts due from tenants to determine
if accounts receivable balances should be impaired based on factors affecting
the collectability of those balances.  Management’s estimate of the
allowance for doubtful accounts requires management to exercise significant
judgment about the timing, frequency and severity of collection losses, which
affects the allowance and net income.  Based on management’s estimates
an allowance of US $130,524 was recorded as of December 31, 2008. No allowance
was deemed necessary as of December 31, 2007.
 
 Income
and Other Taxes
 Royal
Invest Europe B.V. (“RIE”), a Dutch corporation and a subsidiary of the Company,
presently owns nine real estate properties located in the Netherlands. Since RIE
is a Dutch corporation, it is subject to the Dutch tax laws and therefore needs
to do income tax declarations in the Netherlands.
 
 Royal
Invest Germany Properties 1 BV (“RIGP1”) (formerly Rico Staete B.V.), a Dutch
corporation and one of the subsidiaries of the Company presently owns one real
estate property located in Germany. The rental income is originating from a
German tenant in Germany and therefore subject to German tax laws. RIGP1
declares and pays the income tax according to German tax rules. Since RIGP1 is a
Dutch corporation, it is also subject to Dutch tax laws and therefore also needs
to do income tax declarations in the Netherlands. The difference between the
German and the Dutch income tax is payable in the Netherlands.
 
 Alfang
B.V. trading as Royal Invest Dutch Properties 1 B.V. (“RIDP1”), a Dutch
corporation and one of the subsidiaries of the Company presently owns five real
estate properties located in the Netherlands.  Since RIDP1 B.V. is a
Dutch corporation, it is subject to the Dutch tax laws and therefore needs to do
income tax declarations in the Netherlands.
 
 AmogB
B.V. trading as Royal Invest Dutch Properties 2 B.V. (“RIDP2”), a Dutch
corporation and one of the subsidiaries of the Company presently owns three real
estate properties located in the Netherlands.  Since RIDP2 B.V. is a
Dutch corporation, it is subject to the Dutch tax laws and therefore needs to do
income tax declarations in the Netherlands.


31


Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS





DECEMBER
31, 2008


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
  On
January 1, 2007, the Company adopted Financial Accounting Standards Board (FASB)
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109" (FIN 48). The impact of the adoption
of FIN 48 had no material effect on the Company’s results of operations or
financial position.
 Comprehensive
Income
 SFAS No.
130 establishes standards for the reporting and disclosure of comprehensive
income and its components which will be presented in association with a
company's financial statements.  Comprehensive income is defined as
the change in a business enterprise's equity during a period arising from
transactions, events or circumstances relating to non-owner sources, such as
foreign currency translation adjustments and unrealized gains or losses on
available-for-sale securities.  It includes all changes in equity
during a period except those resulting from investments by or distributions to
owners.  Comprehensive income is accumulated in accumulated other
comprehensive income (loss), a separate component of stockholders' equity, in
the balance sheet.
 
 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 reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Deferred
Financing Costs
 Costs
incurred in obtaining financing are capitalized and amortized on a straight-line
basis, which approximates the effective interest rate, over the term of the
related indebtedness. Amortization of such costs is US $535,463 and US $21,211
for the years ended December 31, 2008 and 2007, respectively.
 
 Derivative
Instruments
 The
Company measures derivative instruments, including certain derivative
instruments embedded in other contracts, at fair value and records them as an
asset or liability, depending on the Company’s rights or obligations under the
applicable derivative contract. For derivatives designated and qualifying as
fair value hedges, the changes in the fair value of both the derivative
instrument and the hedged item are recorded in earnings. For derivatives
designated as cash flow hedges, the effective portions of the derivative are
reported in other comprehensive income and are subsequently reclassified into
earnings when the hedged item affects earnings. Changes in fair value of
derivative instruments not designated as hedging and ineffective portions of
hedges are recognized in earnings in the affected period.
 
 Earnings
(Loss) Per Share
 The
Company presents both basic and diluted earnings (loss) per share (“EPS”). Basic
EPS excludes dilution and is computed by dividing net income available to common
shareholders by the weighted average number of shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock, where such exercise or conversion would result in a lower EPS
amount.
 
 Advertising
Expense
 The
Company expenses advertising costs as incurred.  Advertising expense
in the years ended December 31, 2008 and 2007 was approximately US $67,000 and
US $60,000, respectively.
 
 Share-based
Compensation
 SFAS No.
123R, “Share-Based Payment”, a revision of SFAS No. 123, “Accounting for Stock
Based Compensation”, requires companies to recognize the cost of employee
services received in exchange for awards of equity instruments, based on the
grant date fair value of those awards, in the financial statements. SFAS 123R
also requires that the benefits associated with the tax deductions in excess of
recognized compensation cost be reported as a financing cash flow, rather than
as an operating cash flow as previously required.The Company currently does not
have an employee stock option plan and there are no options or warrants
outstanding.
 
 Fair
Value
 Effective
January 1, 2008, the Company adopted SFAS 157, Fair Value Measurements (SFAS
157). SFAS 157 clarifies the definition of fair value, prescribes methods for
measuring fair value, and establishes a fair value hierarchy to classify the
inputs used in measuring fair value.  Effective June 30, 2008, the
conversion feature on certain promissory notes was waived (Note
5).  At December 31, 2008, there are no assets or liabilities that are
measured at fair value on a recurring basis.
 32


Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS





DECEMBER
31, 2008







NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
  Reclassification
 Certain
amounts in the 2007 consolidated financial statements have been reclassified to
conform to the presentation used in the 2008 consolidated financial
statements.
 
 Recent
Accounting Pronouncements
 
 In
December 2007, the FASB issued SFAS No. 160, '“Noncontroling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51”.  The
objective of this Statement is to improve the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require the following changes.  The ownership interests
in subsidiaries held by parties other than the parent be clearly identified,
labeled, and presented in the consolidated statement of financial position
within equity, but separate from the parent's equity.  The amount of
consolidated net income attributable to the parent and to the noncontroling
interest be clearly identified and presented on the face of the consolidated
statement of income. When a subsidiary is deconsolidated, any retained
noncontroling equity investment in the former subsidiary is initially measured
at fair value.  The gain or loss on the deconsolidation of the
subsidiary is measured using the fair value of any noncontroling equity
investment rather than the carrying amount of that retained investment and
entities provide sufficient disclosures that clearly identify and distinguish
between the interests of the parent and the interests of the noncontroling
owners.  The changes to current practice resulting from the
application of SFAS No. 160 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years.  The adoption of SFAS No. 160 before December 15, 2008
is prohibited.  The Company has not evaluated the effect, if any, that
SFAS No. 160 will have on its financial statements.
 
 In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations -
Revised,” that improves the relevance, representational faithfulness, and
comparability of the information that a reporting entity provides in its
financial reports about a business combination and its
effects.   To accomplish that, this statement establishes
principles and requirements how the acquirer recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed,
and any noncontroling interest in the acquiree, recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase,
and determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination.  The changes to current practice resulting from the
application of SFAS No. 141(R) are effective for financial statements issued for
fiscal years beginning after December 15, 2008.  The adoption of SFAS
No. 141(R) before December 15, 2008 is prohibited.  The Company does
not expect the adoption of SFAS No. 141(R) to have a material effect on its
financial statements.
 
 In March
2008, the FASB issued SFAS No. 161,“Disclosures about
Derivative Instruments and Hedging Activities—an amendment of FASB Statement No.
133”. SFAS No. 161 gives financial statement users better information about the
reporting entity's hedges by providing for qualitative disclosures about the
objectives and strategies for using derivatives, quantitative data about the
fair value of and gains and losses on derivative contracts, and details of
credit-risk-related contingent features in their hedged positions. The standard
is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application encouraged,
but not required. We do not anticipate the adoption of SFAS No. 161 will have a
material effect on the Company’s financial statements.
 
 In May
2008, the Financial Accounting Standard Board (FASB) issued Statement of
Financial Accounting Standards No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  The new standard is intended to improve
financial reporting by identifying a consistent framework, or hierarchy, for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles (GAAP) for non-governmental entities.  We are currently
evaluating the effects, if any, that SFAS No. 162 may have on our financial
reporting.
 33


Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS





DECEMBER
31, 2008








NOTE
4 – ACQUISITIONS





Rico
Staete B.V.




On
July 19, 2007, The Company acquired Rico Staete B.V., a Dutch company. For
accounting purposes the Company has included results of operations as if it
occurred on July 1, 2007. The Company subsequently changed the entity’s name to
Royal Invest Germany Properties 1 B.V. (“RIGP1”).




The
fair value of the assets acquired is as follows:




Cash
            
            $
            46,213Accounts
      Receivable
            
            
            156,130Value
      Added Tax Receivable
            
            
            60,812Land
      and Building
            
            
            6,250,3846,513,539Less:
      Liabilities Assumed
            
            
            5,113,529Net
      Assets Acquired
            
            $
            1,400,010Purchase
      Price
            
            $
            1,400,010







AmogB
B.V.
  On
December 27, 2007, the Company, through its wholly owned subsidiary Royal Invest
Europe B.V., acquired AmogB B.V., a Dutch company. In the contract of sale the
purchase price for the shares was determined based on the value of the
properties. The properties were valued at € 13,500,000, consequently, the shares
were valued (taking into consideration the related mortgages on the properties
and deferred taxation) at € 4,595,907. The total purchase price paid was €
1.446.000 in newly issued shares by the Company at $1.00 per share and cash
of € 3,149,907 approximately $2,190,000 USD and $4,599,000 USD,
respectively. The Company trades under the name Royal Invest Dutch Properties 2
B.V. (“RIDP2”).
  The
list of the acquired properties was as follows:
 
 ·
              Produktieweg
      1 in Roermond, The Netherlands
 ·
              Stuartweg
      2 in Vianen, The Netherlands
 ·
              Nieuw-Zeelandweg
      10, in Amsterdam, The Netherlands
 
 For
accounting purposes the acquisition is being treated as effective December 31,
2007 and the Company will include the results of operations as if it occurred on
January 1, 2008.
  The
fair value of the assets acquired is as follows:
  Accounts
      Receivable
              
              $
              9,000Land
      and Building
              
              
              21,660,00021,669,000Less:
      Liabilities Assumed
              
              
              14,880,000Net
      Assets Acquired
              
              
              6,789,000Purchase
      Price
              
              $
              6,789,000
 
  Alfang
B.V.
  On
December 27, 2007 the Company closed on the binding Contract of Sale signed on
July 25, 2007 with the shareholders of Alfang B.V.of Eindhoven, the Netherlands
as Seller to purchase Alfang B.V., a Dutch company which owns a series of
mortgaged commercial properties in the Netherlands for €2.208.000 (approximately
$3,047,000 USD) of which € 708.000 ($1,022,000 USD) was paid in cash and €
1.500.000 ($2,025,000 USD) was paid in newly issued Company common stock for a
total of 1,687,500 sharers at $1.20 per share. The Company trades under the name
Royal Invest Dutch Properties 1 B.V. (“RIDP1”).




34


Table of
Content


ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS





DECEMBER
31, 2008


NOTE
4 – ACQUISITIONS (CONTINUED)





The
list of properties acquired are as follows:





·
            Parallelweg
      29 in Beverwijk, The
Netherlands


·
            Kruisweg
      855, 857, 859 in Hoofddorp, The
  Netherlands


·
            Schinkelwaard
      20 in Alkmaar , The Netherlands


·
            Willemstraat
      47, 67, 69 in Hengelo, The
Netherlands


·
            Zuidermolenweg
      7 in Amsterdam, The
Netherlands





For
accounting purposes the acquisition is being treated as effective December 31,
2007 and the Company will include the results of operations as if it occurred on
January 1, 2008.




The
fair value of the assets acquired is as follows:




Cash
            
            $
            585,000Accounts
      Receivable
            
            
            574,000Value
      Added Tax Receivable
            
            
            4,000Land
      and Building
            
            
            20,068,00021,231,000Less:
      Liabilities Assumed
            
            
            17,979,000Net
      Assets Acquired
            
            
            3,252,000Purchase
      Price
            
            $
            3,252,000





On
December 18, 2007, the Registrant acquired an additional subsidiary calledVastgoed Beleggings
Mij. Bunnik I B.V. Thereafter, Royal Invest Europe B.V., a subsidiary of
the Company transfered  Royal Invest Germany Properties 1 B.V.,
 a subsidiary of Royal Invest Europe B.V. to  Vastgoed
Beleggings Mij. Bunnik I B.V., another subsidiary of the Company. With the
addition of Vastgoed Beleggings Mij. Bunnik I B.V., the Registrant has a total
of three subsidiaries in the Netherlands, including Royal Invest Europe B.V.,
and Royal Invest Development and Services B.V. Vastgoed Beleggings Mij.
Bunnik I B.V. has filed with the Chamber of Commerce at The Hague allowing it to
use the trade name Royal Invest Europe 2.





Pro
Forma Financial Information (unaudited)





The
unaudited financial information in the table below summarizes the combined
results of operations of RIIC, Royal Invest Germany Properties I B.V. (formerly
Rico Staete B.V.), Alfang B.V., and AmogB B.V., on a pro forma basis, as though
the entities had been combined as of the beginning of each of the periods
presented.  The pro forma financial information is presented for
informational purposes only and is not indicative of the results of operations
that would have been achieved if the acquisition and borrowings had taken place
at the beginning of each of the periods presented.




The
unaudited pro forma financial information in 2007 combines the historical
results for RIIC for the year ended December 31, 2007 and the historical results
for :  Royal Invest Germany Properties I B.V. for the period from
January 1, 2007 to June 30, 2007; Alfang B.V. from January 1, 2007 to December
27, 2007; and AmogB B.V. from January 1, 2007 to December 27,
2007.




Year Ended December
      31,2007Total
    revenues
              
              $
              2,970,516Net income
      (loss)
              
              $
              (3,422,091
              )Basic net income per
      share
              
              $
              (0.35
              )Diluted net income
      per share
              
              $
              (0.35
              )




35


Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS





DECEMBER
31, 2008





NOTE
5 – REAL ESTATE TRANSACTIONS





On
December 27, 2007 the Company, through its subsidiary Royal Invest Europe B.V.,
closed on various real estate and stock acquisitions in The Netherlands for a
total market value of €105,220,000, including buyers costs, (approximately
$155,000,000 USD), hereinafter the “December 27, 2007 Closing”, the specifics of
which are described in detail below.  The acquisitions were financed
by a new mortgage for € 79,690,900 (approximately $116,604,644 USD) from the
Bank of Scotland, € 4,591,257 Euro 8% convertible notes ($6,762,083 USD) and an
additional €13,168,928 ($20,672,810 USD) in equity financing, including the
issuance of 138,452,621 newly issued common shares of the Company to the various
sellers. The issuance of these newly issued shares resulted in a change in
control of the Company.
  At
the December 27, 2007 Closing, the Company in accordance with the Contract of
Sale dated February 16, 2007 with Mr. Nielkanth Balewpersad Tewarie of
Purmerend, The Netherlands as Seller, and Mr. Franciscus Adrianus Maria
Faijdherbe of Amsterdam, the Netherlands as Guarantor, acquired a 2,680 m
2  (approximately 28,817 square feet) commercial office building known
as Sloterweg 22 in Badhoevedorp, the Netherlands for € 3.887.089 (approximately
$5,675,111 US) in cash.  The Contract of Sale was previously filed by
the Company in its Form 8-K Current Report dated February 16, 2007 and
thereafter amended on August 13, 2007.  The difference between
the original purchase price of € 3.475.000 as stated in the February 16, 2007
contract and the final purchase price of € 3.887.089 was as a result of
additional compensation by the Company to the Seller due to delay in the final
closing date.




On
December 27, 2007 the Company closed on the binding Memorandum of Agreement
dated May 25, 2007 with Machine Transport Midden Nederland BV, of Rijnsburg, the
Netherlands; FVG BV, of Amsterdam, the Netherlands; Emile-Staete BV, of
Amsterdam, the Netherlands; and Rico Staete BV, of Amsterdam, the Netherlands
all of whom collectively are Sellers and E.C.M. Hoff Holding BV, as deal
manager, of Rotterdam, the Netherlands to purchase 6 properties in the
Netherlands, located at:




·
            Mijlweg
      7, in Vianen, the Netherlands


·
            Berenkoog
      53, in Alkmaar, the Netherlands


·
            Keulsekade
      21, in Utrecht, the Netherlands


·
            Edisonweg
      9, in Woerden, the Netherlands


·
            De
      Schans 1802, in Lelystad, the
Netherlands


·
            Franciscusweg
      8-10, in Hilversum, the Netherlands




The
above acquisition was made for € 32,916.000 (approximately $48,057,360 USD) in
cash and stock as noted in the Company’s 8-K filing dated May 25, 2007 and filed
on August 13, 2007.  The difference of € 4.750.000 between the
original purchase price of € 37.666.000 as stated in the May 25, 2007 contract
and the purchase price at closing of € 32.916.000 including transfer tax paid by
the Sellers was for the property located at Tackenweide 48, in Emmerich, Germany
which was previously acquired by the Company on July 19, 2007 as noted in the
Company’s 8-K filing dated May 25, 2007 and filed on September 16, 2007 and on
Form 8-K/A on November 19, 2007.   The Tackenweide 48, in Emmerich,
Germany is inRoyal Invest Germany
Properties 1 B.V., a subsidiary of  Vastgoed Beleggings Mij. Bunnik I
B.V., a subsidiary of the Registrant under the trade name Royal Invest
Europe 2.  The
acquired properties on December 27, 2007 have been appraised for € 33,377,770
(approximately $48,731,210 USD).  The transaction was financed in the
amount of € 25,176,637 ($36,757,638 USD) from the Bank of Scotland and shares of
Company common stock valued at $0.10 per share for a total of
$9,720,265.  The Company further signed a note with the Sellers for €
1.091.257 (approximately $1,593,235 USD) and issued 1,000 preferred shares to
E.C.M. Hoff Holding BV.  The preferred shares have a right to appoint
one member to the Board of Directors and the right to request the Board of
Directors to call for a shareholders’ meeting.




36


Table of
Content


ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS





DECEMBER
31, 2008





NOTE 5 – REAL ESTATE
TRANSACTIONS (CONTINUED)




On
December 27, 2007 the Company closed on the binding Memorandum of Agreement
dated July 12, 2007 with Muermans Vastgoed 46 B.V. of Herten, Roermond, the
Netherlands as Seller to purchase an 18,338 m 2  (approximately
197,183 square feet) commercial office building known as Schepersmaat 4, 9405 TA
Assen, the Netherlands for € 23.873.585 (approximately $34,855,434 USD) total
purchase price.  The purchase price was paid with borrowings form the
Bank of Scotland in the amount of € 18,756,478 ($27,384,270 USD) the issuance of
a convertible note in the amount of € 3.500.000 ($5,109,965) and the issuance of
21,465,885 shares of the Company’s common stock at $0.2078 per share or
$4,460,611 USD.  The property, which has a yearly rental income of €
2,000,000 (approximately $2,680,000 USD), guaranteed by the Seller for two
years, has been appraised for € 26.840.760 (approximately $39,187,241
USD).
  On
December 27, 2007 the Company closed on the acquisition of a commercial office
building known as Emmakade 59-60 in Leeuwarden, the Netherlands for € 6,493,327
(approximately $8,938,000 USD) with the Kuiper Groep B.V. The amount was
financed through a mortgage with the Bank of Scotland of € 5,983,327
(approximately $8,735,059 USD) and the issuance of 623,887 shares of common
stock valued at $1.20 per share for an aggregate of $748,664
USD.




During
the year ended December 31, 2007 we had the following property
acquisitions:




Acquisition
              
              
              
              
              Building
      andDate
              
              Land
              
              
              ImprovementTachenweide 12,
      Emmerich, Germany
              July 19, 2007
              
              $
              690,581
              
              
              $
              6,141,466Kruisweg 855-859,
      Hoofddorp, The Netherlands
              December 27,
      2007
              
              
              1,414,443
              
              
              
              3,426,273Willemstraat 47, 67
      en 69, Hengelo, The Netherlands
              December 27,
      2007
              
              
              298,937
              
              
              
              2,853,722Parallelweg 29,
      Beverwijk, The Netherlands
              December 27,
      2007
              
              
              1,301,949
              
              
              
              5,391,602Schinkelwaard 20,
      Alkmaar, The Netherlands
              December 27,
      2007
              
              
              1,054,597
              
              
              
              3,789,499Zuidermolenweg 7,
      Amsterdam, The Netherlands
              December 27,
      2007
              
              
              --
              
              
              
              2,408,355Productieweg 1,
      Roermond, The Netherlands
              December 27,
      2007
              
              
              802,792
              
              
              
              4,737,239Stuartweg 2, Vianen,
      The Netherlands
              December 27,
      2007
              
              
              2,701,987
              
              
              
              7,979,156Nieuwzeelandweg 10,
      Amsterdam, The Netherlands
              December 27,
      2007
              
              
              648,307
              
              
              
              3,216,189Edisonweg 9,
      Woerden, The Netherlands
              December 27,
      2007
              
              
              201,787
              
              
              
              1,069,325Mijlweg 7, Vianen,
      The Netherlands
              December 27,
      2007
              
              
              1,212,197
              
              
              
              2,923,706Keulsekade 216,
      Utrecht, The Netherlands
              December 27,
      2007
              
              
              2,810,293
              
              
              
              3,517,285De Schans 1802,
      Lelystad, The Netherlands
              December 27,
      2007
              
              
              696,682
              
              
              
              3,797,136De Berenkoog 53,
      Alkmaar, The Netherlands
              December 27,
      2007
              
              
              683,425
              
              
              
              1,686,470Franciscusweg 8-10,
      Hilversum, The Netherlands
              December 27,
      2007
              
              
              5,801,753
              
              
              
              24,081,915Sloterweg 22,
      Badhoevedorp, The Netherlands
              December 27,
      2007
              
              
              827,769
              
              
              
              4,897,524Emmakade 59-60,
      Leeuwarden, The Netherlands
              December 27,
      2007
              
              
              1,263,748
              
              
              
              8,302,027Schepersmaat 4,
      Assen, The Netherlands
              December 27,
      2007
              
              
              3,750,003
              
              
              
              33,529,866




NOTE
6 - NOTES PAYABLE - RELATED PARTIES AND CONVERTIBLE PROMISSORY
NOTES




In
December 2007, the Company issued 8% convertible promissory notes to ECM
Participations (formerly, ECM Hoff Holding B.V) and Muermans Vast Goed Roemond
B.V. in the amounts of € 1,091,257 (US $1,724,186) and € 3,500,000 (US
$5,530,000), respectively, as part of the consideration for the purchase price
of properties acquired. The notes are due December 31, 2010, but are convertible
at any time into shares of common stock, along with any accrued and unpaid
interest, at a conversion price of $1.60 per share, unless the price of common
stock on the date of conversion is $1.60 or less. If the price of common stock
on the date of conversion is $1.60 or less, than the conversion price will be
the average price of the common stock over the 90 days prior to the conversion
date reduced by 25%.




37


Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS





DECEMBER
31, 2008





NOTE 6
- NOTES PAYABLE - RELATED PARTIES AND CONVERTIBLE PROMISSORY NOTES (CONTINUED)


The
Company accounts for the fair value of the conversion feature of its convertible
notes in accordance with SFAS No. 133 “Accounting For Derivative Instruments And
Hedging Activities” and EITF Issue No. 00-19 “Accounting For Derivative
Financial Instruments Indexed To And Potentially Settled In A Company’s Own
Stock” which requires the Company to bifurcate and separately account for the
conversion features as embedded derivatives contained in the Company’s
convertible notes. Pursuant to SFAS No. 133, the Company bifurcated the fair
value of the conversion feature from the convertible notes, since the conversion
features were determined to not be clearly and closely related to the debt host.
In addition, since the effective registration of the securities underlying the
conversion feature is an event outside of the control of the Company, pursuant
to EITF Issue No. 00-19, the Company recorded the fair value of the conversion
feature as either short-term or long-term liabilities (based on the underlying
term of the notes) as it was assumed that the Company would be required to
net-cash settle the underlying securities. The Company is required to carry
these embedded derivatives on its balance sheet at fair value and unrealized
changes in the values of these embedded derivatives are reflected in the
consolidated statement of operations. The derivative liability calculated asof
June 30, 2008 and December 31, 2007 amounted to US $1,597,227 and US $3,645,379
respectively.




Effective
on June 30, 2008, the Company and note holders modified the terms of the
promissory notes where as the conversion features on the notes were waived in
consideration for the company agreeing to pay the note holders a premium on the
original notes. Such premium is calculated based on 21% of the original note
principal plus interest accrued through June 30, 2008.  The
modifications are accounted for as a debt extinguishment with the modified terms
representing new notes.  The premiums amounted to € 238,534 (US
$376,820) and € 765,053 (US $1,208,708), respectively.  The Company
recognized a net loss on the modification of € 896,799 (US $1,416,852) at June
30, 2008, based on the fair value of the notes after the modification compared
to the carrying value of the notes under the original terms (which included the
derivative liability). As a result of the modification, the Company no longer
has a derivative liability.




The
Company used the following valuation methodologies for the embedded derivatives
related to the issuance of two convertible promissory notes on June 30, 2008
(prior to the modifications) and December 31, 2007:


Embedded derivative
-  Conversion Features:





The
Conversion Features were valued as American call options using a binomial option
pricing model.




To
take into account the floating strike price (and the floating number of shares
based on conversion price), the payoff at each node is modified from the
standard Cox-Ross-Rubenstein binomial model to include:





1-  The
      conversion price is $1.60 unless the price of the Common Stock on the date
      of the Conversion  Notice is $1.60 or less, then the Conversion
      Price is adjusted to be the average price of the Common Stock for 90 days
      prior to the Conversion Notice date reduced by 25% (subject to adjustment
      as hereinafter provided).





2-  Unlike
      standard binomial, the minimum payoff is higher than zero, and calculated
      as follows:





a)
            if
      the stock price is greater than $1.60 then (stock price -
      $1.60).





b)
            in
      the event the stock price is lower or equal to $1.60, then the minimum
      payoff is (average price of the Common Stock for 90 days prior to the
      Conversion Notice date reduced by
25%).





The
binomial models were valued with the following inputs:




38


Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS





DECEMBER
31, 2008





NOTE 6
- NOTES PAYABLE - RELATED PARTIES AND CONVERTIBLE PROMISSORY NOTES (CONTINUED)


Stock
Price. The stock price was based on the
closing price of the Company’s common stock as of the Valuation Date. Stock
prices ranged from  from $1.29 to $1.75 for 12-21-2007 through
12-31-2007.
 
 Fixed Strike
Price.$1.60 as provided by the
Convertible Promissory Notes.
 
 Floating Strike
Price -After implementing the
Cox-Ross-Rubenstein binomial modified model the implied strike price under the
Black Scholes Model is $1.01 and $1.20 for 12-21-2007 and
12-31-2007.
 
 Time to
Maturity. The time to maturity was
determined based on the length of time between the Valuation Date and maturity
of the promissory notes.  Time to maturity ranged from 3 years in
12-21-2007 to 2.975 years in 12-31-2007, to 2.504 years in June 30,
2008.
 
 Risk-Free Rate.The risk free rate used in the analysis
was based on the Treasury Note rates as of the Valuation Dates with term
commensurate with the remaining term of the Promissory Notes. The risk free rate
of return was 2.63%.
 
 Volatility.The volatility input was based on the
historical volatility of the certain comparable companies as historical
volatility of the Company was not useful in developing the expected volatility.
The average volatility for the comparable companies was
40%.




On
October 9, 2007, the board of directors approved the issuance of a 6% $142,864
convertible promissory note which can be converted prior to October 9, 2010 at
the option of the holder into shares of common at a fixed conversion price of
$1.25 per share.




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 was 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. The
outstanding notes of approximately $65,000 are currently in
default.




During
the period January 1, 2006 to June 30, 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. The notes are convertible
into shares of common stock of the company at $0.75 per share. These notes are
currently in default.




NOTE 7
– MORTGAGES PAYABLE





The
Company has mortgages which are collateralized by most of the Company’s rental
properties. As of December 31, 2008 and 2007 all of the Company’s properties,
with a total book value of approximately US $133 million and US $150 million
respectively, are encumbered by the Company’s mortgages. Payments on mortgages
are generally due in quarterly installments of principal and interest, or
interest only.
 
 The
Company’s properties are primarily mortgaged through a € 100,000,000 financing
agreement with the Bank of Scotland. The terms call for a pay down based on a
percentage of the outstanding amount utilized (1.25% in year 1; 1.50% in years 2
& 3; 2.0% in years 4, 5 & 6) with maturity at 6 years from the initial
drawdown which was December 27, 2007. Interest is due quarterly at Euribor +
1.32%. The agreement contains customary financial covenants which the Company is
not in compliance with as of December 31, 2008. The amount outstanding at
December 31, 2008 and 2007 is US $111,287,072 (€ 78,943,798) and US $117,376,727
(€ 79,690,900), respectively. The remaining amount of the facility at €
20,310,100 can be used for financing other properties (85% LTV/LTC). The
mortgage is currently in default and as of January 2009 approximately $3,250,000
of interest due is in arrears.


39


Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS





DECEMBER
31, 2008


NOTE 7 – MORTGAGES PAYABLE (CONTINUED)






The
Company has an additional mortgage payable to SNS Bank. The amount outstanding
on this mortgage at December 31, 2008 and 2007 is US $4,090,630 (€ 2,901,774)
and $4,522,438 (€ 3,070,431), respectively. The SNS Bank Mortgage is payable in
monthly installments of $ 22,335. The mortgage bears a variable interest rate
(monthly Euribor + 2%). The mortgage is collateralized by the land and
buildings. The mortgage is currently in default as the balloon payment at
maturity was not paid.  The Company continues to make monthly
payments.  The Company is currently in negotiations with SNS Bank to
refinance the mortgage.






At
      December 31, 2008, minimum future principal payments over the next five
      years and in the aggregate are as
follows:





Amount
      to be paid
            
            
            Total
      PercentageYear
            
            Yearly
            
            
            To
      be paid Yearly *2009
            
            
            1,882,911
            
            
            
            1.50
            %2010
            
            
            1,953,124
            
            
            
            1.50
            %2011
            
            
            2,374,400
            
            
            
            2.00
            %2012
            
            
            2,514,825
            
            
            
            2.00
            %2013
            
            
            2,514,825
            
            
            
            2.00
            %Thereafter
            
            
            104,137,617
            
            
            
            89.75
            %Total
            
            $
            115,377,702
            
            
            
            98.75
            %





*  Bank of
Scotland Facility.




NOTE
8- TENANT LEASES
 
 At
December 31, 2008 the Properties are leased to tenants under various operating
leases expiring through 2023. The leases provide for annual base rents and
the pass-through of charges for electrical usage. On an ongoing basis lease
contracts are renegotiated and extended.
  Future
minimum rentals to be received under non-cancelable operating leases over the
next five years are as follows:
 
 Year
              
              Amount2009
              
              
              10,050,5502010
              
              
              5,573,3592011
              
              
              4,836,5282012
              
              
              4,201,1372013
              
              
              3,231,920Total
              
              $
              27,893,494


40





Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 
   DECEMBER
31, 2008


NOTE 9
– INCOME TAXES





Income
tax expense (benefit) consisted of the following:





For
      The Years EndedDecember
      31,2008
            
            
            2007Current:United States
            
            $
            --
            
            
            $
            --Foreign
            
            
            255,057
            
            
            
            11,191255,057
            
            
            
            11,191Deferred:United States
            
            
            --
            
            
            
            --Foreign
            
            
            (215,807
            )
            
            
            --(215,807
            )
            
            
            --Totals
            
            $
            39,250
            
            
            $
            11,191





Pre-tax
(loss) consisted of the following:





For
      The Years EndedDecember
      31,2008
            
            
            2007United
      States
            
            $
            176,656
            
            
            $
            (2,779,250
            )Foreign
            
            
            (16,456,905
            )
            
            
            (1,036,755
            )$
            (16,280,249
            )
            
            $
            (3,816,005
            )








41


Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS





DECEMBER
31, 2008





NOTE 9 – INCOME
TAXES (CONTINUED)




The
income tax expense differs from the amount computed by applying the United
States statutory corporate income tax rate as follows:





For
      The Years EndedDecember
      31,2008
            
            
            2007United
      States Statutory CorporateIncome
      Tax Rate
            
            
            (34.0
            )%
            
            
            (34.0
            )%Permanent
      Differences
            
            
            --
            %
            
            
            --
            %Change
      in Valuation Allowance onDeferred
      Tax Assets
            
            
            34.0
            %
            
            
            34.0
            %Effect
      of Foreign Earnings, Net ofAllowable
      Credits
            
            
            0.2
            %
            
            
            0.5
            %Income Tax
            
            
            0.2
            %
            
            
            0.5
            %





The
components of deferred tax assets (liabilities) at December 31, 2008 and 2007
are as follows:





December
      31,2008
            
            
            2007Deferred
      Tax Assets (Liabilities) – Long TermNet Operating
      Losses
            
            $
            739,000
            
            
            $
            668,000Property
            
            
            (1,175,358
            )
            
            
            (1,391,165
            )Valuation
    Allowance
            
            
            (739,000
            )
            
            
            (668,000
            )Net Deferred Tax
      Liability
            
            $
            (1,175,358
            )
            
            $
            (1,391,165
            )





The
Company has established a full valuation allowance on its deferred tax asset
because of a lack of sufficient positive evidence to support its
realization.  The valuation allowance increased by approximately
$71,000 and $330,000 in the years ended December 31, 2008 and 2007.


As of
December 31, 2008, there are approximately $2.2 million in US net operating loss
carryforwards expiring through 2028.  Section 382 of the Internal
Revenue Code limits the utilization of these losses when there is a change in
ownership, as defined in the code. As a result of stock issued for acquisitions
and properties purchased, the utilization of net operating loss carryforwards
are limited.
 
 In the
past, RIGP1, RIDP1 AND RIDP2, wholly-owned subsidiaries of the Company, sold
certain properties at a profit. Dutch tax law allows Real Estate Investment
Trusts to postpone the payment of income tax resulting from the sale of
properties by setting up a replacement reserve to purchase another property
within a certain time. A portion of the original profit is not allowed to be
postponed. The postponed income tax payable is shown as deferred tax in the
balance sheet.


42


Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS





DECEMBER
31, 2008





NOTE 10
– STOCKHOLDERS’ EQUITY





The
Company is authorized to issue 1,000,000 shares of preferred stock, par value
$0.001 and 300,000,000 shares of common stock, par value $0.001 per
share.   At December 31, 2008 and 2007 there were 1,000 shares of
preferred stock and 150,208,861 common shares issued and
outstanding.  The preferred shareholders have the right to appoint one
member to the Board of Directors and the right to request the Board of Directors
to call for a shareholders’ meeting.




On
June 5, 2007, the Company sold five million (5,000,000) shares of common stock
at $0.10 per share for a total of five-hundred-thousand dollars ($500,000) to
Muermans Vast Goed Roermond B.V.




On
July 23, 2007, the Company issued 1,975,868 shares of its Common Stock to the
Chief Executive Officer and the Chief Financial Officer for services rendered.
The shares were valued at $ 0.12 per share for a total consideration of $
237,104.




On
October 26, 2007, the board of directors approved the conversion of $408,000 of
loans from related parties to 544,000 shares of the Company’s Common Stock at a
conversion price of $0.75 per share.




On
December 27, 2007, the Company issued the following shares of common stock in
consideration of various acquisitions:




Alfang
      B.V.
            1,687,500 shares at
      $1.20 per shareAmogB
      B.V.
            2,190,000
      shares at $1.00 per shareMuermans Vast
      Goel BV
            21,465,885
      shares at $0.2078 per shareECM Participations
            112,485,349 shares
      at $0.10 per shareKuiper Groep
      B.V.
            623,887
      shares at $1.20 per share




The
preferred shares were issued in conjunction with the MTMN B.V. property
acquisition.






NOTE
11 – RELATED PARTY TRANSACTIONS





Principal
stockholders of the Company have loaned to the Company US $1,528,230 as at
September 30, 2007 to fund operations. The loans are unsecured and bear interest
at the rate of 6% per annum. On October 24, 2007, the board approved a
resolution allowing these shareholders to convert US $408,000 of the debt to
544,000 shares of common stock of the Company. The balance of the loans is to be
repaid in cash. On December 27, 2007, as part of the acquisition of RIDP1
(Alfang BV) an amount of US $1,009,395 has been repaid. At December 31, 2007 the
balance of the loans is US $110,835. At December 31, 2008, the Company has loans
payable to related parties of US $1,774,449, of which US $1,344,465 is payable
to two note holders of the Company. The US $1,344,465 is payable on demand and
bears interest at 8%. At June 30, 2008, US $227,311 and US $728,890,
respectively, of this balance represented the premium (See Note 6) and accrued
interest through June 30, 2008 on the two notes reduced by amounts which were
offset to certain accounts receivable which had been guaranteed by the note
holders. During the six months ended December 31, 2008, the Company borrowed US
$340,267 (€ 241,376) and had net repayments of US $157,886 (€ 112,000) with one
of the note holders.
 
 On May
25, 2007 the Company entered into a Management Services Agreement with
Statenconsult B.V., which per the agreement included the services of the
Managing Director of the Company's subsidiary Royal Invest Europe B.V.
[“RIE”].  Under said Management Service Agreement, the Company agreed
to pay to Statenconsult approximately €10,000 (approximately US $15,000)
per month, commencing January 1, 2007, for an indefinite period, subject to one
month written notice by either party,  to provide management services
for Royal Invest Europe BV, the operating subsidiary of the Company. The Company
incurred approximately US $253,000 in expense under this agreement and for other
related services in 2007 and approximately US $261,000 during the year ended
December 31, 2008.  There is approximately US $64,000 and US $101,000
payable as of December 31, 2008 and 2007, respectively. Effective October 22,
2008, this agreement was mutually terminated and as of this date neither
Statenconsult B.V. nor the resigning Managing Director of RIE would be
considered related parties of the Company.





43


Table of
Content
 ROYAL INVEST INTERNATIONAL CORP. AND
SUBSIDIARIES





NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS





DECEMBER
31, 2008


NOTE 11 – RELATED PARTY
TRANSACTIONS (CONTINUED
  On
October 22, 2008, the shareholders of Royal Invest Europe, B.V. [“RIE”] and
Royal Invest Development & Services, B.V. [“RIDS”] , two Dutch subsidiaries
of the Company, approved the resignation of Mr. David Havenaar as the Managing
Director of these subsidiaries, effectively terminating the Management Services
Agreement with Statenconsult B.V.   Mr. David Havenaar has also
given his resignation as Managing Director of ECM Participations, which was
formerly known as ECM Hoff B.V., the major stockholder of the
Company.
 
 Effective
October 22, 2008, the shareholders approved the appointment of Mr. Lambert
Kassing as the new Managing Director of RIE and RIDS.  Mr. Kassing is
to provide management services to the Company, as defined in the agreement, for
compensation of €15,000 (approximately US $22,000) per month, commencing
October 22, 2008, for an indefinite period (with a minimum term of one
year),  subject to one month written notice by either party. The
Company incurred approximately US $58,000 in expense under this agreement during
the year ended December 31, 2008.
 
 On May
25, 2007 the Company entered into a Legal Service Agreement with SEC ATTORNEYS
LLC in which Jerry Gruenbaum, the CEO of the Company is the Managing
Member.  Under said Legal Service Agreement, the Company agreed to pay
SEC ATTORNEYS LLC €12,000 (approximately US $17,000) per month for one year and
thereafter for an indefinite period subject to one month written notice by
either party to provide legal service to the Company and to provide a CEO and
CFO for the Company. The Company incurred approximately US $120,000 in expense
under this agreement and for other related services in 2007 and approximately US
$204,000 during the year ended December 31, 2008. There is approximately US
$200,000 and US $68,000 payable as of December 31, 2008 and 2007,
respectively.
 
 On
October 22, 2008, the Company entered into a new Legal Service Agreement with
SEC ATTORNEYS LLC in which Jerry Gruenbaum, the CEO of the Company is the
Managing Member.  Under said Legal Service Agreement, the Company
agreed to pay SEC ATTORNEYS LLC €12,500 (approximately US $18,000) per month for
one year and thereafter for an indefinite period subject to one month written
notice by either party to provide legal service to the Company and to provide a
CEO and CFO for the Company. The new agreement is effective December 1,
2008.
 
 On May
25, 2007 the Company entered into a Consulting Agreement with ECM Participations
B.V. [formerly ECM Hoff B.V.] in which the then Managing Director of the
Company's subsidiary Royal Invest Europe B.V. is a shareholder, to secure
financing for the Company and to fund its planned acquisitions.  ECM
was to be paid up to a 2% finders fee for securing funding from a bank, and up
to 8% finder's fee for securing funding from investors for the Company. The
Company incurred a fee of approximately US $1,594,000 upon the successful
completion of funding with the Bank of Scotland. Effective May 20, 2008, the
Company and ECM mutually agreed to cancel the Consulting Agreement as it relates
to future funding arrangements.  Commissions earned prior to the
effective date of the cancellation agreement are due and payable to ECM.
  Loans
totaling US $317,965 and US $325,227 at December 31, 2008 and 2007,
respectively, are unsecured and bear a variable interest rate (Eurobor +
2%).




NOTE
12 – LOANS PAYABLE - OTHER





The
Company has other loans payable to unrelated parties of US $211,455 and US
$56,435 at December 31, 2008 and 2007, respectively. In August 2008, the Company
borrowed US $211,455 (€ 150,000) from an unrelated party. The loan is unsecured,
bears interest at 6% per annum and is due August 2009.




NOTE
13 – MINORITY INTEREST





The
Company’s subsidiary, Royal Invest Europe B.V., has non-cumulative preference
shares outstanding valued at € 166,500 (US $234,715) which are owned by minority
shareholders.  The shareholders are entitled to 6% of the nominal
value of these shares annually (approximately US $14,000) payable from the
profits of RIE. No amount is payable if RIE’s operations result in a
loss.
 
 The
Company’s subsidiary, Alfang B.V., has non-cumulative preference shares
outstanding valued at € 224,000 (US $315,773) which are owned by minority
shareholders.  The shareholders are entitled to 6% of the nominal
value of these shares annually (approximately US $19,000) payable from the
profits of Alfang B.V.  No amount is payable if Alfang B.V.’s
operations result in a loss.
 
 The
Company’s subsidiary, AmogB B.V., has non-cumulative preference shares
outstanding valued at € 12,600 (US $17,762) which are owned by minority
shareholders.  The shareholders are entitled to 6% of the nominal
value of these shares annually (approximately US $1,000) payable from the
profits of AmogB B.V. No amount is payable if AmogB B.V.’s operations result in
a loss.







44


Table of
Content
  NOTE
14 - COMMITTMENTS AND CONTINGENCIES
 On or
about June 19, 2007 the Company signed a Contract with Bloemers Onroerend Goed
B.V. (“Bloemers”) to purchase a commercial warehouse and office building known
as J.C.Beetslaan 153 at 2131 AL Hoofddorp, the Netherlands for € 6,500,000 (US
$9,163,000), € 6,000,000 (US $8,458,000) in cash and € 500,000 (US $704,850) in
Company common stock.  In addition the Company will pay any real
estate transfer tax and notary transfer expenses.  This binding
contract required the property to be transferred by October 1,
2007.  While awaiting new equity funding, the transfer has been
postponed until December 1, 2008. In connection with the postponement of the
acquisition to December 1, 2008, the Company has agreed to make a deposit of €
500,000 (US $704,850) which will be forfeited if the closing does not take place
and to pay a fee of 7% of the € 6,000,000 (US $8.458,000) financing on a monthly
basis less applicable rental income received. In addition the Company has agreed
to reimburse Bloemers for the interest incurred on the property loans and
certain other operating costs until the deal is closed. As at December 31, 2008,
the Company paid € 446,688 (US $629,696) of the deposit and incurred an expense
of € 487,684 (US $717,549) for the fee, of which € 454,825 (US $641,167) has
been paid. Additionally, during 2008, the Company has paid € 293,016 (US
$431,126) in interest and accrued € 300,000 (US $441,402) in other operating
costs. In the fourth quarter of 2008, due to the current economic climate, the
Company charged the deposit to operations and at December 31, 2008, there is a
balance due for the fee and deposit of €86,171 (US $121,475).
 
 On June
14, 2007 the Company signed a Contract with Stedekroon B.V. to acquire
two commercial properties, one is a 8,713 square meters (approx. 93,688
square feet) office building in Amersfoort, the Netherlands which has an annual
rental income of €417,590 (approximately US $614,000) with Norit N.V. a
subsidiary of a publicly traded tenant that has a lease contract until December
20, 2016 and the other, is a 4,402 square meters (approx. 47,333 square
feet) office building with a shopping strip in Emmen, the Netherlands which has
an annual rental income from four tenants, including from the national
government of the Netherlands which pays €438,634 (approximately US $645,000)
and the other tenants pay a total of €93,510 , €22,231 and €30,945
(approximately US $138,000, US $33,000 and US $46,000, respectively) for a total
of €585,320 (approximately US $862,000), for a combined rental income of
€1,002,910 (approximately US $1,476,000).  The properties are being
purchased for €13,750,000 (approximately US $20,797,000) for
cash.  The Contract has been approved by the Board of
Directors.  In addition the Company will pay any real estate transfer
tax and notary transfer expenses. Negotiations are currently taking place with
the current owner concerning rent increases and contract renewals in conjunction
with extensive upgrades requested by the national government of the Netherlands
(requiring approximately € 2,500,000 or US $3,524,250 in additional investment).
On May 26, 2008, the Company signed a definitive and binding Purchase Agreement
with Stedekroon, B.V. Due to the current economic climate the Company could not
obtain adequate financing and the Purchase Agreement was terminated. As provided
in the Purchase Agreement, the Company incurred a penalty of 10% of the purchase
price, €1,375,000 (US $2,023,093), in the fourth quarter of 2008. At December
31, 2008, €250,000 (US $352,425) has been paid and €1,150,000 (US $1,621,155),
including €25,000 (US $35,243) of interest has been accrued for this
amount.
 
 On
September 7, 2007, the Company entered into a binding Memorandum of Agreement to
acquire all of the issued and outstanding shares of Glacier Gazdasagi Tanacsado
es Szolgaltato Korlatolt Felelossegu Tarsagag (“Glacier”) for €15,000,000
(approximately US $21,000,000 excluding transfer costs which are to be paid by
the Company.  The purchase price is to be paid as follows: notes
payable in the amount of €12,000,000 (approximately US $17,000,000) and cash and
shares of the Company's common stock in the amount of €3,000,000 (approximately
US $4,000,000).  The amount of Company common stock issued in the
purchase is limited to €1,500,000 (approximately US $2,000,000) with a 24 month
lock-up period and will be based on $1.25 per share.  Glacier owns
five (5) commercial rental properties in Budapest, Hungary.
 45
 Table of
Content
 ITEM
9.      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 9A    CONTROLS AND
PROCEDURES
  Disclosure Controls and
Procedures - As of December 31,
2008, we, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures as defined in Exchange
Act Rules 13a-15(e) and 15(d)-15(e).  Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the
disclosure controls and procedures were effective as of December 31,
2008.
  Management’s Report on Internal
Control Over Financial Reporting - Management is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in
Rule 13a-15(f) under the Exchange Act.  Our internal control
system is designed to provide reasonable assurance regarding the preparation and
fair presentation of published financial statements.  Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.  Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.  Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that
compliance with the policies or procedures may deteriorate or be
circumvented.
  Management assessed the effectiveness of our
internal control over financial reporting as of December 31, 2008.  In
making this assessment, management used the criteria established in Internal
Controls-Integrated Frameworkissued by the Committee of Sponsoring Organizations
of the Treadway Commission, or COSO.  Based on management’s assessment and
the criteria established by COSO, management believes that we maintained
effective internal control over financial reporting as of December 31,
2008.
  Changes in
Internal Control Over Financial Reporting- There has been no
change in our internal control over financial reporting during the year ended
December 31, 2008,that has
materially affected, or is reasonablylikely to materially affect, our
internal control over financial
reporting.
  ITEM
9A (T)CONTROLS AND PROCEDURES
  This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting. 
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management’s report in this annual report.
  ITEM
9B          OTHER
INFORMATION
  None.
  46
 Table of
Content


PART
III


ITEM
10.          DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANT




The
directors and officers of the Company and its subsidiaries, as of
December 31, 2008, are set forth below. 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
December 31, 2008.  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/PositionJerry
      Gruenbaum
            
            53
            
            02/2005
            
            Chief
      Executive Officer,Chairman
      of the Board,and
      DirectorNathan
      Lapkin
            
            42
            
            02/2005
            
            Secretary,
      President,Director,
      and Chief FinancialOfficer





THE OFFICERS AND DIRECTORS OF THE
COMPANY ARE SET FORTH BELOW.





JERRY GRUENBAUM 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
is
currently the President and board member of Purian Securities, Inc. a FINRA
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.


47


Table of
Content





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,
2008 all required forms have been filed as of the date of filing of this Form
10K.








ITEM
11.          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 fiscal years ended December 31,
2008.


Name /
      Position
              Year
              
              Salary
              
              
              Bonus
              
              
              Stock
              
              
              Other
              
              
              TotalJerry
      GruenbaumChairman
      and CEO
              2008
              
              $
              0
              
              
              $
              0
              
              
              
              0
              
              
              $
              0
              
              
              $
              02007
              
              
              56,880
              
              
              
              0
              
              
              
              118,552
              
              
              
              0
              
              
              
              175,432Nathan
      LapkinSecretary,
      and Chief Financial Officer
              2008
              
              $
              0
              
              
              $
              0
              
              
              
              0
              
              
              $
              0
              
              
              $
              02007
              
              
              56,880
              
              
              
              0
              
              
              
              118,552
              
              
              
              0
              
              
              
              175,432





48


Table of
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 Compensation
Agreements





The
Company has an employment agreement with Jerry Gruenbaum for a total of €12,000 per month
on a year to year basis.




No other
annual compensation, including a bonus or other form of compensation; and no
long-term compensation, including 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 year ended
December 31, 2008, 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
12.           SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
following table sets forth as of December 31, 2008, 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.


49


Table of
Content
  ECM Hoff Holding BV beneficially owns approximately
49.6% of our outstanding common shares and Muermans Vast Goed Roermond
BV beneficially owns approximately 39.5% of our outstanding common
shares.  Together they effectively have the power to elect all of the
directors and control the





Security Ownership of
Beneficial Owners (1):





Title of
      Class
                  Name
                  
                  Shares
                  
                  
                  
                  
                  
                  Percent
    (1)Common
      Stock
                  ECM
      Hoff Holding BV
                  
                  74,471,320
                  
                  
                  
                  
                  
                  
                  49.58
                  %Muermans
      Vast Goed Roermond BV
                  
                  59,311,414
                  
                  
                  
                  
                  
                  
                  39.49
                  %133,782,734
                  
                  
                  
                  
                  
                  
                  89.06
                  %





(1)           Based
on 150,208,861 common shares outstanding as of April 14, 2009.







Security Ownership of
Management:





Title of
      Class
                Name
                
                Shares
                
                
                
                
                
                Percent
    (1)Common
      Stock
                Jerry
      Gruenbaum
                
                1,883,410
                (2)
                
                
                
                
                
                
                1.25
                %Nathan
      Lapkin
                
                1,883,410
                (3)
                
                
                
                
                
                
                1.25
                %All
      Directors and Executive Officers as a group (2 persons)
                
                
                3,766,820
                
                
                
                
                
                
                
                2.50
                %





(1)               Based
on 150,208,861 common shares outstanding as of April 14, 2009.





(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 1,883,410 shares owned by Pinnacle Associates LLC,
      which is owned by a related party to
him.





Changes in
Control





None.


ITEM
13.             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.


50
 Table of
Content
 ITEM
14.                      PRINCIPAL
ACCOUNTANT FEES AND SERVICES
  Auditors'
Fees
  Aggregate
fees for professional services rendered to the Company by Meyler & Company
LLC as of, and for, the years ended December 31, 2008 and 2007 were as
follows:
  Type
      of Services
                2008
                
                2007Audit
      Fees(1)
                
                $
                154,000
                
                
                $
                200,000Audit
      Related Fees(2)Tax
      Fees(3)All
      Other Fees(4)Total
                
                $
                154,000
                
                
                $
                200,000
  (1)   Audit Fees. These fees include services
performed by Meyler & Company LLC in connection with the audit of our annual
financial statements included in our annual filing on Form 10-K; the review of
our interim financial statements as included in our quarterly reports on Form
10-Q; the audit of our internal controls over financial reporting; the
attestation of management's report on the effectiveness of internal controls
over financial reporting; and services that are normally provided by Meyler
& Company LLC in connection with statutory and regulatory filings or
engagements.(2)Audit-Related Fees. These fees are for
services provided by Meyler & Company LLC such as accounting
consultations, plan audits, and any other audit and attestation services not
required by applicable law.(3)Tax Fees. These fees include all
services performed by Meyler & Company LLC for non-audit related tax
advice, planning and compliance services.(4)All Other Fees.
  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.
  51
 Table of
Content
 PART IV




ITEM
15.             EXHIBITS
AND REPORTS ON FORM 8-K





1. Financial
Statements




The financial
statements along with the report from Meyler & Company LLC dated April 15,
2009, appear in Part II, Item 8.




2.          
Financial Statement
Schedules




The financial statement Schedules along with the report from Meyler &
Company LLC dated April 15, 2009, appear in Part II, Item 8.




3.       
Exhibits




Exhibit
No.                 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




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
      the Registrant's Form DEC 14C, as 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 the Registrant's Form
      DEC 14C, as 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 the Registrant's
      Form DEC 14C, as 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
      tp Royal Invest International Corp. as filed with the Delaware Secreatry
      of State on Janmuary 26, 2007, iincorporated by reference to the
      Registrant's Current Report on Form 8-K, as filed with the Securities
      and Exchange Commission on June 7,
2007


10.1
            Agreementto
      purchase
      Vastgoed Beleggings
      Mij. Bunnik I B.V.,dated December 18, 2007,
      incorporated by reference to the Registrant's Curent Report on Form 8-K,
      as filed with the Securities and Exchange Commission on January 14,
      2008.


10.2
              Transfer of Royal Invest Germany
      Properties 1 B.V.,by Royal Invest Europe B.V. to
      Vastgoed Beleggings
      Mij. Bunnik I B.V. dated December 18, 2007, incorporated by reference to
      the Registrant's Curent Report on Form 8-K, as filed with the
      Securities and Exchange Commission on January 14,
      2008.
 
 52
 Table of
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 10.3
              Bank
      of Scotland Term Sheet € 100.000.000 dated November 23, 2007,
      incorporated by reference to the Registrant's Current Report on Form
      8-K, as filed with the Securities and Exchange Commission on November
      23, 2007.
 
 10.4
              Contract
      for Sloterweg 22 in Badhoevedorp, The Netherlands incorporated by
      refernce to the Registrant's Current Report on Form 8-K, as
      filed with the Securities and Exchange Commission on June 12, 2007.
  10.5
                Deed
      of Transfer for Sloterweg 22 in Badhoevedorp, The Netherlands dated
      December 27, 2007, incorporated by reference to the Registrant's
      Curent Report on Form 8-K, as filed with the Securities and Exchange
      Commission on January 14,
  2008.
 10.6
              Contract
      for MTMN BV et al dated May 25, 2007, incorporated by reference to
      the Registrant’s Current Report on Form 8-K, as filed with the
      Securities and Exchange Commission on May 25, 2007.


10.7
              Deed
      of Transfer for MTMN BV et al dated December 27, 2007, incorporated by reference to the Registrant's
      Curent Report on Form 8-K, as filed with the Securities and Exchange
      Commission on January 14,
2008.
 
 10.8
              Contract for
      Schepersmaat 4, 9405 TA Assen , The Netherlands, incorporated by reference
      to the Registrant’s Current Report on Form 8-K, as filed with the
      Securities and Exchange Commission on July 12, 2007.
 10.9
                Management
      Agreement with Statenconsult B.V. dated May 25, 2007 for the services of
      David Havenaar as Managing Director of the Registrant's subsidiary Royal
      Invest Europe B.V. incorporated by reference to the Registrant's Current
      Report on Form 8-K, as filed with the Securities and Exchange Commission
      on August 13, 2007.
  10.10
                Legal Service Agreement with Sec Attorneys, LLC dated May 25, 2007
      incorporated by reference to the Registrant's Current Report on Form 8-K,
      as filed with the Securities and Exchange Commission on August 13,
      2008.
 10.11
              Deed
      of Transfer for Schepersmaat 4, 9405 TA Assen , The Netherlands dated
      December 27, 2007, incorporated by reference to the Registrant's
      Curent Report on Form 8-K, as filed with the Securities and Exchange
      Commission on January 14,
2008.
  10.12
                Contract
      for Alfang B.V. dated July 25, 2007, incorporated by reference
      to the Registrant’s Current Report on Form 8-K, as
      filed with the Securities and Exchange Commission on August 15, 2007.
 10.13
              Deed
      of Sale for Alfang B.V. dated December 27, 2007, incorporated by reference to the Registrant's
      Curent Report on Form 8-K, as filed with the Securities and Exchange
      Commission on January 14,
2008.




10.14
              Deed
      of Sale and Transfer of AmogB B.V. dated December 27, 2007, incorporated by reference to the Registrant's
      Curent Report on Form 8-K, as filed with the Securities and Exchange
      Commission on January 14,
2008.
 
 10.15
              Convertible
      8% Note with Muermans Vast Goed Roermond B.V for  €3.500.000
      dated December 21, 2007, incorporated by reference to the Registrant's
      Curent Report on Form 8-K, as filed with the Securities and Exchange
      Commission on January 14, 2008.
 
 10.16
              €100.000.000
      Term Loan Agreement with Bank of Scotland dated December 21,
      2007, incorporated by reference to the Registrant's
      Curent Report on Form 8-K, as filed with the Securities and Exchange
      Commission on January 14,
2008.
  10.17
                Convertible 8% Note with ECM Hoff Holding
      B.V. for  €1.091.257 dated December 21, 2007, incorporated by reference to the Registrant's
      Curent Report on Form 8-K, as filed with the Securities and Exchange
      Commission on January 14,
  2008.
 10.18
              Mortgage
      Deed with Bank of Scotland dated December 27, 2007, incorporated by reference to the Registrant's
      Curent Report on Form 8-K, as filed with the Securities and Exchange
      Commission on January 14,
2008.


10.19
              Mortgage
      Deed with Bank of Scotland for Alfong B.V. dated December 27,
      2007, incorporated by reference to the Registrant's
      Curent Report on Form 8-K, as filed with the Securities and Exchange
      Commission on January 14,
2008.
 
 10.20
              Mortgage
      Deed with Bank of Scotland for AmogB B.V. dated December 27,
      2007, incorporated by reference to the Registrant's
      Curent Report on Form 8-K, as filed with the Securities and Exchange
      Commission on January 14,
2008.




21.1
              Subsidiaries
      of the Company


31.1
            Certification
      of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
      of the Securities Exchange Act, as
amended.





31.2
            Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
      of the Securities Exchange Act, as
  amended.





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.





53


Table of
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4.       Reports
on Form 8-K:


None.




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: April
      15, 2009
            
            By:/s/ JERRY
      GRUENBAUMJerry
      GruenbaumChief
      Executive Officer andDate: April
      15, 2009
            
            By:/s/ NATHAN
      LAPKINNathan LapkinPresident and Chief Financial Officerand 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
            
            April
      15, 2009of
      the Board/s/Nathan
      Lapkin
            
            Nathan
      Lapkin
            
            President,
      CFO,
            
            April
      15, 2009&
      Director





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