**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**FORM
          10-KSB/A-2**


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


**THE
                SECURITIES EXCHANGE ACT OF
                1934**





**FOR
      FISCAL YEAR ENDED JULY 31, 2006**





**ROYAL
                        INVEST INTERNATIONAL CORP.**(Name
                        of small business issuer in its
                        charter)





**Delaware**
            
            **98-0215778**(State
                or other jurisdiction
              of
                incorporation or organization)
            
            (I.R.S.
                Employer Identification Number)





**1350
                          Avenue of the Americas, 24th
                          Fl****New
                          York, New York 10019-4702**(Address
                          of principal executive offices) (Zip
                          Code)





**203.557.3845**


(Issuer’s
      telephone no.)





**WAH
                    KING INVEST CORP.****J.C.
                    Beetslaan 153-155****2131
                    AL Hoofddorp, The Netherlands**(Former
                    Name or Former Address, if changed since last
                    report





Securities
      registered pursuant to Section 12(b) of the Exchange Act:
None





Securities
      registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $.001
      par value





Check
      whether the issuer  (1) has filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
      shorter period that the registrant was required to file such reports), and
      (2)
      has been subject to such filing requirements for the past 90 days. Yes x No 





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B not contained in this form, and no disclosure will be contained,
      to the best of the registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10- KSB or any
      amendment to this Form 10-KSB. 





Issuer’s
      revenues for its most recent fiscal year ended July 31, 2006
      were:        $0





The
      aggregate market value of the Registrant’s voting common stock held by
      non-affiliates of the registrant as of July 31, 2007, was approximately:
      $593,702 at $0.25 price per share.  Number of shares of the
      registrant’s common stock outstanding as of July 31, 2007 was:
      11,240,573





Transfer
      Agent as of July 31,
      2007:                                                                  Interwest
      Transfer Co., Inc.


1981 East 4800 South, Suite 100


Salt Lake City, UT 84117


1


**ROYAL
      INVEST INTERNATIONAL CORP.**


**FORM
      10-KSB**





**TABLE
      OF CONTENTS**





**Item
                #**
            
            **Description**
            
            **Page
                Numbers****PART
                I**ITEM
                1
            
            Business
                of the Company
            
            3ITEM
                2
            
            Properties
            
            7ITEM
                3
            
            Legal
                Proceedings
            
            7ITEM
                4
            
            Submissions
                of Matters to a Vote of Security Holders
            
            7**PART
                II**ITEM
                5
            
            Market
                for Registrant’s Common Equity, Related Stockholder Matters, and Issuer
                Purchases of Equity Securities
            
            8ITEM
                6
            
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            
            10ITEM
                7
            
            Financial
                Statements and Supplementary Data
            
            14ITEM
                8
            
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            
            27ITEM
                8A
            
            Controls
                and Procedures
            
            27ITEM
                8B
            
            Other
                Information
            
            27**PART
                III**ITEM
                9
            
            Directors,
                Executive Officers, Promoters and Control Persons: Compliance with
                Section
                16(A) of the Exchange Act
            
            28ITEM
                10
            
            Executive
                Compensation
            
            29ITEM
                11
            
            Security
                Ownership of Certain Beneficial Owners and Management.
            
            30ITEM
                12
            
            Certain
                Relationships and Related Transactions
            
            32ITEM
                13
            
            Exhibits
                and Reports on Form 8-K
            
            32ITEM
                14
            
            Principal
                Accountant Fees and Services
            
            34Signatures
            
            35


2




**PART
      I**





**ITEM
      1           DESCRIPTION
      OF BUSINESS**





**INTRODUCTION**





**FORWARD-LOOKING
      STATEMENTS**. This annual report contains certain forward-looking
      statements within the meaning of Section 27A of the Securities Act of 1933,
      as
      amended, and Section 21E of the Securities Exchange Act of 1934, as amended
      that
      involve risks and uncertainties. In addition, the Company (Royal Invest
      International Corp, a Delaware corporation) may from time to time make oral
      forward-looking statements.  Actual results are uncertain and may be
      impacted by many factors. In particular, certain risks and uncertainties that
      may impact the accuracy of the forward-looking statements with respect to
      revenues, expenses and operating results include without imitation; cycles
      of
      customer orders, general economic and competitive conditions and changing
      customer trends, technological advances and the number and timing of new product
      introductions, shipments of products and components from foreign suppliers,
      and
      changes in the mix of products ordered by customers. As a result, the actual
      results may differ materially from those projected in the forward-looking
      statements.





Because
      of these and other factors that may affect the Company’s operating results, past
      financial performance should not be considered an indicator of future
      performance, and investors should not use historical trends to anticipate
      results or trends in future periods.





**(A)            THE
      COMPANY**





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





On
      September 12, 2000, the Company acquired all the issued and outstanding shares
      of Cor-Bit Peripherals Inc. and BusinessWay Computer Centers Inc.  On
      January 31, 2001 GlobalNetCare changed its name to BusinessWay International
      Corporation.  By 2004 the company had no operating
      businesses.





On
      December 6, 2004 the Company changed its name to ICBS International Corp.,
      reversed split all the Company’s issued shares on a five for one basis, and
      acquired Inter Canadian Business Services Ltd. also known as Service D’affaires
      Inter Canadian Ltee of Westmont, Quebec, Canada including its subsidiary Puritan
      Securities, Inc. of New York, New York, an SEC registered broker-dealer and
      a
      member of the NASD for 86,173,987 newly issued shares subject to voting
      restrictions and performance conditions.  On February 14, 2005 the
      acquisition of Inter Canadian Business Services Ltd. was cancelled, and the
      Company acquires back Puritan Securities, Inc. of New York, New York for
      17,909,507 newly issued shares.  These shares were not subject to any
      voting restrictions or performance conditions.  In addition all
      outstanding Class A Special Voting Shares were converted to common and the
      series was eliminated.





On
      May 9,
      2005 the Company was acquired and merged into Wah King Invest Corp., a Delaware
      corporation in a corporate reorganization.  In addition, the Company
      reversed split all its issued shares on a ten for one basis.





On
      November 15, 2005 a majority of the shareholders of record by special meeting
      of
      the shareholders approved the sale of the Company’s subsidiary Puritan
      Securities, Inc. to Blue Ribbon International Corp., an OTC publicly traded
      company that thereafter changed its name to Puritan Financial Group, Inc.
      (hereinafter “Puritan Financial”) for 37,500,000 preferred shares of Puritan
      Financial which were converted to 7,500,000 common shares of Puritan Financial
      after a 5 to 1 reverse.  On November 15, 2005 the Company issued the
      Puritan Financial shares as a stock dividend to its shareholders of record
      on
      November 21, 2005.


3





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





Unless
      the context indicates otherwise, the terms “Company,” “Corporate”, “Royal
      Invest,” and “we” refer to Royal Invest International Corp. and its subsidiary.
      Our executive offices are located at 1350 Avenue of the Americas, 24th Floor,
      New York,
      NY 10019-4702.





**(B)           BUSINESS
      DEVELOPMENT**





History
      and Description:





The
      Company was incorporated in the State of Delaware as part of a reorganization
      on
      May 2, 2005.  In January 2007 the Company changed its name to Royal
      Invest International Corp. (“Royal Invest”) and trades on the OTC under the
      stock symbol “RIIC”.  The Company was originally organized on October
      30, 1980, under the laws of the State of Florida as C.N.W. Corp. On February
      1,
      1981, the Company issued 1,000 shares of its $1 par value common stock for
      services of $1,000. The Company did not have any activity before 1998 and,
      accordingly, commencement of its development stage is considered to be at the
      beginning of 1998.  On July 21, 1998, the Company increased its
      capitalization from 1,000 common shares to 50,000,000 common
      shares.  The par value was changed from $1 to $0.001.  On
      July 21, 1998, the Company changed its name to C.N.W of Orlando Inc., and on
      December 28, 1998 it changed its name to GlobalNetCare, Inc.  The
      company's direction and sole activities were to operate in Canada with the
      creation of its wholly owned Canadian subsidiaries.  On February 3,
      1998, the Company incorporated its wholly owned subsidiary, 3423336 Canada
      Ltd.,
      a Canadian company, to develop a medical Website.  However, the
      anticipated plans and operations of the Company for its medical Website have
      not
      and will not be achieved or pursued further.  Due to its inability to
      generate sufficient revenues from these operations, the management had decided
      to pursue a different course and line of business.





With
      the
      completion of the acquisition of Cor-Bit Peripherals Inc. and BusinessWay
      Computer Centers Inc. on September 12, 2000, the Company was no longer
      considered a development stage enterprise. The acquisition included the
      incorporation of another wholly owned subsidiary, 3739007 Canada Ltd., for
      the
      purpose of acquiring 100% control of all issued and outstanding shares of
      Cor-Bit Peripherals Inc. and BusinessWay Computer Centers Inc. Under this share
      Exchange Agreement, the Company acquired the shares of Cor-Bit Peripherals
      Inc.
      and BusinessWay Computer Center Inc. in exchange of 40,000,000 exchangeable
      Preferred Shares of 3739007 Canada Ltd., which were exchangeable for the same
      number of shares of the Company's common stock, and 37,923,891 Class A Special
      Voting Shares in the capital of the Company. The Special Voting Shares were
      issued to the principal owners of the acquired companies.  The
      principals of BusinessWay retained BusinessWay's franchise retail operations,
      as
      the retail operations of BusinessWay were not included under the terms of the
      Acquisition.  At the closing date of acquisition, a new Board of
      Directors was formed consisting of the principals of BusinessWay, Cor-Bit as
      well as one former director of the company were put into place to lead the
      company in its new business direction.





On
      January 31, 2001 GlobalNetCare changed its name to BusinessWay International
      Corporation.  The name change took effect at the opening for trading
      on the OTC Bulletin Board on Thursday, February 8, 2001 under the new stock
      symbol "BITL".  BusinessWay also increased its authorized capital from
      100,000,00 shares of $0.001 par value common stock and 40,000,000 Class A
      Special Voting shares, without par value, to 300,000,000 shares of $0.001 par
      value common stock and 120,000,000 Class A Special Voting Shares, without par
      value.





With
      the
      unforeseen downturn in the economy and computer industry as well as major
      price-cutting by competitors, the company was required to restructure and
      streamline certain operations.  The independent franchise of existing
      retail stores put a major strain and load on the operations of Cor-Bit and
      BusinessWay Group.  The relationship with the independent retailers
      deteriorated and management was faced with many restructuring and
      streamlining.  As a result, the company a new direction of
      "Corporately owned and operated retail stores". The techniques and application
      of the B2B system software was key in successfully implementing the new computer
      division strategy.





4


By
      2004
      the company had no operating businesses.  On September 24, 2004, the
      Company entered into an Acquisition Agreement to purchase Inter Canadian
      Business Services, Ltd. A Canadian Corporation with its corporate headquarters
      located in Westmount, Quebec, Canada, which owned all the issued and outstanding
      shares of Puritan Securities, Inc., a New York Corporation located in New York,
      New York, an SEC registered broker-dealer and a member of the
      NASD.  The aggregate consideration for the acquisition was 86,173,987
      newly issued post five to one reverse common shares of the Company.





Inter
      Canadian Business Services, Ltd. was a business consulting company located
      in
      Greater Montreal, Canada servicing companies throughout the world intending
      to
      do business in Canada that owned a U.S. licensed broker-dealer based in New
      York
      City, that specializes in servicing small to mid-sized companies that cover
      an
      extensive range of services from taking companies public in the United States,
      incorporation, back-office administration to capital raising in a variety of
      industry sectors. Inter Canadian Business Services, Ltd. has placed its emphasis
      on accounting, financial and administrative support for their
      clients.





On
      September 24, 2004, at a Special meeting of the Shareholders, the Company
      approved to change its name from BusinessWay International Corporation to ICBS
      International Corp; and that the shares to acquire Inter Canadian Business
      Services, Ltd. shall have no voting rights until the conditions as set forth
      in
      the Acquisition Agreement have been fully met.  The Acquisition
      Agreement called for a minimum of $500,000USD in cumulative profit, from January
      1, 2005 to December 31, 2005 or to have raised a minimum of $1,000,000USD of
      additional financing on or before December 31, 2005 for up to 12,000,000
      additional common shares. In the event the said conditions were not met by
      December 31, 2005, these newly issued shares were cancelled.





On
      December 6, 2004 the Company changed its name to ICBS International Corp.,
      changed its trading symbol to ICBO, reversed split all the Company’s issued
      shares on a five for one basis, and acquired Inter Canadian Business Services
      Ltd. of Westmont, Quebec, Canada including its subsidiary Puritan Securities,
      Inc. of New York, New York, an SEC registered broker-dealer and a member of
      the
      NASD for 86,173,987 newly issued shares subject to voting restrictions and
      performance conditions.





On
      February 14, 2005, after ICBS International Corp. was unable to fulfill the
      performance condition, the acquisition of Inter Canadian Business Services
      Ltd.
      was cancelled and the 86,173,987 shares were returned to treasury.  On
      the same date, the Company acquires back Puritan Securities, Inc. of New York,
      New York for 17,909,507 newly issued shares.  These new shares were
      not subject to any voting restrictions or performance conditions.  In
      addition all outstanding Class A Special Voting Shares were converted to common
      and the series was eliminated.





On
      May 9,
      2005 the Company was acquired and merged into Wah King Invest Corp., a Delaware
      corporation in a corporate reorganization.  In addition, the Company
      reversed split all its issued shares on a ten for one basis.





On
      November 15, 2005 a majority of the shareholders of record by special meeting
      of
      the shareholders approved the sale of the Company’s subsidiary Puritan
      Securities, Inc. to Blue Ribbon International Corp., an OTC publicly traded
      company that thereafter changed its name to Puritan Financial Group, Inc.
      (hereinafter “Puritan Financial”) for 37,500,000 preferred shares of Puritan
      Financial which were converted to 7,500,000 common shares of Puritan Financial
      after a 25 to 1 reverse.  On November 15, 2005 the Company issued the
      Puritan Financial shares as a stock dividend to its shareholders of record
      on
      November 21, 2005.





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





5


**(C)            BUSINESS**





On
      November 15, 2005 the former subsidiary, Puritan Securities, Inc., was sold
      to
      Puritan Financial, and the Company issued the Puritan Financial shares as a
      stock dividend to its shareholders of record on November 21,
      2005.  Prior, on February 12, 2005, the Company entered into an
      agreement with Puritan Securities, Inc. and issued 17,909,507 shares of its
      common stock to acquire it.  In connection with the merger, Puritan
      Securities, Inc. became a wholly owned subsidiary of the
      Company.  Prior to the merger and after the spin-out, the Company was
      a non-operating “shell” corporation.




The
      Company on December 29, 2006, acquired two Dutch “shell” corporations which
      became wholly owned subsidiaries of the Company.  The shell
      corporations have no assets or liabilities.  The shell corporations
      will be utilized to acquire the investment properties and to account for the
      operation of the applicable properties.




On
      January 26, 2007, the Company filed an amendment with the Secretary of State
      of
      the state of Delaware to change the name of the Company from Wah King Invest
      Corp. to Royal Invest International Corp.


On February 16, 2007, the Company signed a Letter of Intent to acquire a Class
      A
      commercial property in Badhoevedorp, The Netherlands, having a total of 2,246
      square meters (approximately 24,176 square feet) from Mr. Nielkanth Baldewpersad
      Tewarie for a total price of €3,475,000 (US$ 4,726,000) (excluding the turnover
      tax).  The acquisition closing is still pending subject to obtaining
      bank financing for the property.





On
        March 13, 2007, the Company signed a Letter of Intent to acquire Class A
        commercial property in Assen, The Netherlands with a total of 34,756 square
        meters (approx. 374,113 square feet) from Muermans Vastgoed 46 BV for a total
        renegotiated price of €24,311,000 (US$ 33,062,960)(excluding the buyers cost for
        legal transfers).  The closing is still pending subject to obtaining
        bank financing for the properties.  Part of the acquisition price will
        be paid in shares of the Company’s common stock, which is yet to be
        determined.





On May 25, 2007, the Company signed a Letter of Intent to acquire Class A
        commercial properties in the Netherlands and Germany with a total of 45,784
        square meters (approx. 492,818 square feet) from Machine Transport Midden
        Nederland BV, FVG BV, Emile-Staete BV and Rico Staete for a total renegotiated
        price of €37,666,000 (US$ 51,225,760) (excluding the buyers cost for legal
        transfers).  The closing is still pending subject to obtaining bank
        financing for the properties.  Part of the acquisition price will be
        paid in shares of the Company’s common stock which is yet to be
        determined.


**STRATEGY**





Our
      business strategy is to acquire commercial real estate in Europe in very good
      locations and to transform them to Class A properties.  Sustainable
      growth of the Dutch and German commercial real estate market has bottomed out
      to
      a state of minor growth.  The main reason for this trend is the small
      and medium enterprises in the Netherlands and Germany are having great
      difficulties in finding suitable commercial real estate space to buy or
      lease.  The combination of online (virtual) and offline (physical)
      business has changed the way companies interact and collaborate with each other
      and their customers.  Shorter time to market cycles and lower margins
      are forcing companies to specialize in a specific field and outsource all
      non-specific business process and services.  The uniqueness of the
      Company’s concept is that we can cater for a growing demand for sector specific
      complimentary business services combined with suitable commercial real estate
–
also on a short lease basis.  The current competition is only offering
      bare square meters instead of square meters in combination with value added
      services and close proximity of peer companies.





**Forward
      Looking Statements**





The
      statements contained in this report that are not historical fact are
      forward-looking statements that which can be identified by the use of
      forward-looking terminology such as “believes,” “expects,” “may,” “will,”
“should,” or “anticipates” or the negative thereof or other variations, thereon
      or comparable terminology, or by discussions of strategy that involve risks
      and
      uncertainties.  We have made the forward-looking statements with
      management’s best estimates prepared in good faith.





Because
      of the number and range of the assumptions underlying our projections and
      forward-looking statements, many of which are effected by significant
      uncertainties and contingencies that are beyond our reasonable control, some
      of
      the assumptions inevitably will not materialize and unanticipated events and
      circumstances may occur subsequent to the date of this prospectus.





6


These
      forward-looking statements are based on current expectations, and we will not
      update this information other than required by law.  Therefore, the
      actual experience of Royal Invest International Corp. (“Company”), and results
      achieved during the period covered by any particular projections and other
      forward-looking statements should not be regarded as a representation by the
      Company, or any other person, that we will realize these estimates and
      projections, and actual results may vary materially.  We cannot assure
      you that any of these expectations will be realized or that any of the
      forward-looking statements contained herein will prove to be
      accurate.  Section 27A(b)(1)(C) of the Securities Act and Section
      21E(b)(1)(C) provide that the safe harbor for forward looking statements does
      not apply to statements made by companies such as ours that issue penny
      stock.








**ITEM
      2.             DESCRIPTION
      OF PROPERTY**





The
      following properties are used in the operation of our business:





Our
      principal executive and administrative offices are located at 1350 Avenue of
      the
      Americas, 24th
      Floor, New York, New York 10019-4702, in the United States of
      America.  We pay no rent at this time.








**ITEM
      3.             LEGAL
      PROCEEDINGS**





In
      the
      normal course of our business, we and/or our subsidiaries are named as
      defendants in suits filed in various state and federal courts.  We
      believe that none of the litigation matters in which we, or any of our
      subsidiaries, are involved would have a material adverse effect on our
      consolidated financial condition or operations.





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








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





On
      November 15, 2005 a majority of the shareholders of record by special meeting
      of
      the shareholders approved the sale of the Company’s subsidiary Puritan
      Securities, Inc. to Blue Ribbon International Corp., an OTC publicly traded
      company that thereafter changed its name to Puritan Financial Group, Inc.
      (hereinafter “Puritan Financial”) for 37,500,000 preferred shares of Puritan
      Financial which were converted to 7,500,000 common shares of Puritan Financial
      after a 25 to 1 reverse.  On November 15, 2005 the Company issued the
      Puritan Financial shares as a stock dividend to its shareholders of record
      on
      November 21, 2005.





On
      January 26, 2007 a majority of the shareholders of record by special meeting
      of
      the shareholders approved to change the name of the Company from Wah King Invest
      Corp. to our current name Royal Invest International Corp.




7





**PART
      II**





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





On
      July
      31, 2007, there were approximately 115 shareholders of record of our common
      stock.  Our common stock currently is available for trading on the OTC
      under the symbol “RIIC.”


The
      Company was formed on October 30, 1980. On November 1, 1999, the Company’s
      common stock was listed for trading on the OTC originally under the symbol
“GBCR.”  The trading market for the Company’s stock is limited and
      sporadic and should not be deemed to constitute an “established trading
      market”.  In connection with the change in the Company’s name to
      BusinessWay International, Inc., the Company’s symbol was changed to “BITL” on
      February 8, 2001.  In connection with the change of the Company’s name
      to ICBS International Corp., and the 5 for 1 split the Company’s symbol was
      changed to “ICBO” on December 9, 2005. In connection with the change of the
      Company’s name to Wah King Invest Corp. and the 10 for 1 split, the Company’s
      symbol was changed to “WAHK” on June 9, 2005.





The
      following table sets forth the range of high and low bid prices of the Company’s
      common stock during the periods indicated. Such prices reflect prices between
      dealers in securities and do not include any retail markup, markdown or
      commission and may not necessarily represent actual transactions.  The
      information set forth below was provided by NASDAQ Trading & Market
      Services.





**HIGH**
            
            **LOW****FISCAL
                YEAR ENDED JULY 31, 2005**First
                Quarter – October 31, 2004
            
            2.75
            
            2.00Second
                Quarter – January 31, 2005
            
            1.20
            
            1.20Third
                Quarter – April 30, 2005
            
            0.70
            
            0.60Fourth
                Quarter – July 31, 2005
            
            0.30
            
            0.30**FISCAL
                YEAR ENDED JULY 31, 2006**First
                Quarter – October 31, 2005
            
            0.30
            
            0.25Second
                Quarter – January 31, 2006
            
            1.01
            
            0.17Third
                Quarter – April 30, 2006
            
            0.97
            
            0.10Fourth
                Quarter – July 31, 2006
            
            0.85
            
            0.10**FISCAL
                YEAR ENDED JULY 31, 2007(1)**First
                Quarter – October 31, 2006
            
            0.83
            
            0.15Second
                Quarter – January 31, 2007
            
            0.60
            
            0.10Third
                Quarter – April 30, 2007
            
            0.15
            
            0.10





(1)
            On
                the 26th of January 2007, the Company as filed on Form 8-K approved
                changing the fiscal year from July 31, to December 31to reflected
                with the
                filing of the Form 10-KSB for December 31,
                2006.





The
      closing bid price for the common stock as reported by the OTC on July 31, 2007
      was $0.25.





**Preferred
      Stock**





The
      company has 1,000,000 of preferred stock authorized with a par value of
      $0.001.  None of these securities are issue or
      outstanding.





**Transfer
      Agent**





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





Interwest Transfer Co., Inc.


1981 East 4800 South, Suite 100


Salt
                Lake City, UT 84117





8


**Warrants**





The
      Company has no Warrants outstanding as of this date.





**Options**





The
      Company has no Stock Option Plan as of this date.








**Penny
      Stock Considerations**





Because
      our shares trade at less than $5.00 per share, they are “penny stocks” as that
      term is generally defined in the Securities Exchange Act of 1934 to mean equity
      securities with a price of less than $5.00. Our shares thus will be subject
      to
      rules that impose sales practice and disclosure requirements on broker-dealers
      who engage in certain transactions involving a penny stock.





Under
      the
      penny stock regulations, a broker-dealer selling a penny stock to anyone other
      than an established customer or accredited investor must make a special
      suitability determination regarding the purchaser and must receive the
      purchaser’s written consent to the transaction prior to the sale, unless the
      broker-dealer is otherwise exempt. Generally, an individual with a net worth
      in
      excess of $1,000,000 or annual income exceeding $100,000 individually or
      $300,000 together with his or her spouse is considered an accredited investor.
      In addition, under the penny stock regulations the broker-dealer is required
      to:





o
            Deliver,
                prior to any transaction involving a penny stock, a disclosure schedule
                prepared by the Securities and Exchange Commissions relating to the
                penny
                stock market, unless the broker-dealer or the transaction is otherwise
                exempt;


o
            Disclose
                commissions payable to the broker-dealer and our registered
                representatives and current bid and offer quotations for the
                securities;


o
            Send
                monthly statements disclosing recent price information pertaining
                to the
                penny stock held in a customer’s account, the account’s value and
                information regarding the limited market in penny stocks;
                and


o
            Make
                a special written determination that the penny stock is a suitable
                investment for the purchaser and receive the purchaser’s written agreement
                to the transaction, prior to conducting any penny stock transaction
                in the
                customer’s account.





Because
      of these regulations, broker-dealers may encounter difficulties in their attempt
      to sell shares of our common stock, which may affect the ability of selling
      shareholders or other holders to sell their shares in the secondary market
      and
      have the effect of reducing the level of trading activity in the secondary
      market.  These additional sales practice and disclosure requirements
      could impede the sale of our securities, if our securities become publicly
      traded. In addition, the liquidity for our securities may be decreased, with
      a
      corresponding decrease in the price of our securities.  Our shares in
      all probability will be subject to such penny stock rules and our shareholders
      will, in all likelihood, find it difficult to sell their
      securities.





**Dividends**





We
      do not
      anticipate paying dividends in the foreseeable future.  We plan to
      retain any future earnings for use in our business.  Any decisions as
      to future payments of dividends will depend on our earnings and financial
      position and such other facts as the Board of Directors deems
      relevant.





**Recent
      Sales of Unregistered Securities**





The
      following is information for all securities that the Company sold during its
      current fiscal year ended July 31, 2006.  Information with respect to
      previously reported sales prior to August 1, 2005 may be found in the Company’s
      prior year filings.





9


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





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





All
      outstanding notes are currently in default.





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





Subsequent
                Event





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




On
        July 23, 2007, the Company issued 987,934 shares
        of the Company's common stock each to Jerry Gruenbaum and Nathan Lapkin as
        compansation for services rendered to date valued at $0.12 per share for
        a total
        of 1975,868 shares valued at $118,552 each.


We
      relied
      upon Section 4(2) of the Securities Act of 1933, as amended for the above
      issuances.  We believed that Section 4(2) was available
      because:





o         None
      of these issuances involved underwriters, underwriting discounts or
      commissions;


o
            We
                placed restrictive legends on all certificates
                issued;


o
            No
                sales were made by general solicitation or
                advertising;


o
            Sales
                were made only to accredited investors or investors who were sophisticated
                enough to evaluate the risks of the
                investment.





In
      connection with the above transactions, although some of the investors may
      have
      also been accredited, we provided the following to all investors:





o         Access
      to all our books and records.


o         Access
      to all material contracts and documents relating to our operations.


o
            The
                opportunity to obtain any additional information, to the extent we
                possessed such information, necessary to verify the accuracy of the
                information to which the investors were given
                access.








**ITEM
                6.            
                MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATIONS**





Overview





The
      following discussion should be read in conjunction with the financial statements
      for the period ended July 31, 2006 included with this Form 10-KSB.





The
      following discussion and analysis provides certain information, which the
      Company’s management believes is relevant to an assessment and understanding of
      the Company’s results of operations and financial condition for the year ended
      July 31, 2006.  This discussion and analysis should be read in
      conjunction with the Company’s financial statements and related
      footnotes.





10


The
      statements contained in this section that are not historical facts are
      forward-looking statements (as such term is defined in the Private Securities
      Litigation Reform Act of 1995) that involve risks and
      uncertainties.  Such forward-looking statements may be identified by,
      among other things, the use of forward-looking terminology such
      as  “believes,” “expects,” “may,” “will,” should” or “anticipates” or
      the negative thereof or other variations thereon or comparable terminology,
      or
      by discussions of strategy that involve risks and uncertainties.  From
      time to time, our representatives or we have made or may make forward-looking
      statements, orally or in writing.  Such forward-looking statements may
      be included in our various filings with the SEC, or press releases or oral
      statements made by or with the approval of our authorized executive
      officers.





These
      forward-looking statements, such as statements regarding anticipated future
      revenues, capital expenditures and other statements regarding matters that
      are
      not historical facts, involve predictions.  Our actual results,
      performance or achievements could differ materially from the results expressed
      in, or implied by, these forward-looking statements.  We do not
      undertake any obligation to publicly release any revisions to these
      forward-looking statements or to reflect the occurrence of unanticipated
      events.  Many important factors affect our ability to achieve its
      objectives, including, among other things, technological and other developments
      in the Internet field, intense and evolving competition, the lack of an
“established trading market” for our shares, and our ability to obtain
      additional financing, as well as other risks detailed from time to time in
      our
      public disclosure filings with the SEC.





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





On
      September 12, 2000, the Company acquired all the issued and outstanding shares
      of Cor-Bit Peripherals Inc. and BusinessWay Computer Centers Inc.  On
      January 31, 2001 GlobalNetCare changed its name to BusinessWay International
      Corporation.  By 2004 the company had no operating
      businesses.





On
      December 6, 2004 the Company changed its name to ICBS International Corp.,
      reversed split all the Company’s issued shares on a five for one basis, and
      acquired Inter Canadian Business Services Ltd. also known as Service D’affaires
      Inter Canadian Ltee of Westmont, Quebec, Canada including its subsidiary Puritan
      Securities, Inc. of New York, New York, an SEC registered broker-dealer and
      a
      member of the NASD for 86,173,987 newly issued shares subject to voting
      restrictions and performance conditions.  On February 14, 2005 the
      acquisition of Inter Canadian Business Services Ltd. was cancelled, and the
      Company acquires back Puritan Securities, Inc. of New York, New York for
      17,909,507 newly issued shares.  These shares were not subject to any
      voting restrictions or performance conditions.  In addition all
      outstanding Class A Special Voting Shares were converted to common and the
      series was eliminated.





On
      May 9,
      2005 the Company was acquired and merged into Wah King Invest Corp., a Delaware
      corporation in a corporate reorganization.  In addition, the Company
      reversed split all its issued shares on a ten for one basis.





On
      November 15, 2005 a majority of the shareholders of record by special meeting
      of
      the shareholders approved the sale of the Company’s subsidiary Puritan
      Securities, Inc. to Blue Ribbon International Corp., an OTC publicly traded
      company that thereafter changed its name to Puritan Financial Group, Inc.
      (hereinafter “Puritan Financial”) for 37,500,000 preferred shares of Puritan
      Financial which were converted to 7,500,000 common shares of Puritan Financial
      after a 25 to 1 reverse.  On November 15, 2005 the Company issued the
      Puritan Financial shares as a stock dividend to its shareholders of record
      on
      November 21, 2005.


11





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





Unless
      the context indicates otherwise, the terms “Company,” “Corporate”, “Royal
      Invest,” and “we” refer to Royal Invest International Corp. and its subsidiary.
      Our executive offices are located at 1350 Avenue of the Americas, 24th Floor,
      New York,
      NY 10019-4702.





**RESULTS
      OF OPERATIONS FOR THE FISCAL YEARS ENDED JULY 31, 2006 AND
      2005**





**OVERVIEW**





On
      November 15, 2005 the former subsidiary, Puritan Securities, Inc., was sold
      to
      Puritan Financial, and the Company issued the Puritan Financial shares as a
      stock dividend to its shareholders of record on November 21,
      2005.  Prior, on February 12, 2005, the Company entered into an
      agreement with Puritan Securities, Inc. and issued 17,909,507 shares of its
      common stock to acquire it.  In connection with the merger, Puritan
      Securities, Inc. became a wholly owned subsidiary of the
      Company.  Prior to the merger and after the spin-out, the Company was
      a non-operating “shell” corporation.




In
      fiscal
      year ended July 31, 2006 the company incurred a net operating loss of
      $338,195 or a loss of ($0.09) per share compared to a net operating loss of
      $368,375 or a loss of $0.12 per share in fiscal year ended July 31,
      2005.  The primary factor contributing to the net earnings loss were
      from expenses incurred in seeking an acquisition of real estate in
      Europe.








**2006**
                  
                  
                  **2005**Administrative
                      expenses
                  
                  $
                  107,145
                  
                  
                  $
                  148,359Consulting
                      expenses incurred in seeking acquisitions
                  
                  
                  231,050
                  
                  
                  
                  200,016Stock
                      based compensation
                  
                  
                  -
                  
                  
                  
                  20,000Operating Loss
                  
                  
                  (338,195
                  )
                  
                  
                  (368,375
                  )Net
                      Other
                      Expenses
                  
                  
                  (35,255
                  )
                  
                  
                  (15,317
                  )Net
                      Loss Before Taxes from Continuing
                      Operations
                  
                  
                  (373,450
                  )
                  
                  
                  (383,692
                  )Provision
                      for Income
                      Taxes
                  
                  
                  -
                  
                  
                  
                  1,000Net
                      Loss from Continued
                      Operations
                  
                  
                  (373,450
                  )
                  
                  
                  (384,692
                  )Income
                    (Loss) from Discontinued Operations
                  
                  
                  (76,537
                  )
                  
                  
                  10,888Loss
                    on Disposal of Discontinued Operations
                  
                  
                  (32,409
                  )
                  
                  
                  -Net
                    Loss
                  
                  $
                  (482,396
                  )
                  
                  $
                  (373,804
                  )


**SALES**





The
        Company had no revenues for years ended July 31, 2006 and for the year
        ended July 31, 2005.  The Company incurred operating expenses of
        $338,195 for the year ended July 31, 2006 and $368,375 for the year ended
        July
        31, 2005.


12


**INCOME
        BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS**
 
 Pre-tax
        loss before discontinued operations was $(373,450) in fiscal year ended July
        31,
        2006 and (383,692) in fiscal year ended July 31,
        2005.


Corporate
      and other expenses were $338,195 in fiscal year ended July 31, 2006 as compared
      to $368,375 in fiscal year ended July 31, 2005 due principally to expenses
      incurred in seeking an acquisition of real estate in Europe.





**LIQUIDITY
      AND CAPITAL RESOURCES**





As
      presented in the Consolidated Statement of Cash Flows, net cash used in
      operating activities was $(387,648) in fiscal year ended July 31,
      2006.  Working capital requirements are not anticipated to increase
      substantially in fiscal year ended July 31, 2007.





The level of capital expenditures is expected to remain the same in fiscal
      year
      ended July 31, 2007, and the source of funds for such expenditures is expected
      to be cash from sale of additional stock.





At
      July
      31, 2006 the Company’s total debt was $336,771 as compared to $619,356 at July
      31, 2005.  The Company believes that its funding sources are adequate
      for its anticipated requirements.





Shareholders’
      deficit was $(336,711) at July 31, 2006 compared to $(396,382) at July 31,
      2005.  The relative no significant change is due to the increased paid
      in capital during the year.





We
      believe that cash generated from operations, together with our bank credit
      lines, and cash on hand, will provide us with a majority of our liquidity to
      meet our operating requirements.  We believe that the combination of
      funds available through future anticipated financing arrangements, as discussed
      below, coupled with forecasted cash flows would be sufficient to provide the
      necessary capital resources for our anticipated working capital, capital
      expenditures and debt repayments for at least the next twelve
      months.





We
      are
      seeking to raise up to additional capital from private investors and
      institutional investors in the next few months, but there can be no assurance
      that we will be successful in doing so. If we are not successful in raising
      any
      of this additional capital, our current cash resources may not sufficient to
      fund our current operations.





We
      may
      experience problems, delays, expenses, and difficulties sometimes encountered
      by
      an enterprise in our stage of development, many of which are beyond our
      control.  For potential acquisitions, these include, but are not
      limited to, unanticipated problems relating to the identifying partner(s),
      obtaining financing, culminating the identified partner due to a number of
      possibilities (prices, dates, terms, etc).  Due to limited experience
      in operating the combined entities for the Company, we may experience production
      and marketing problems, incur additional costs and expenses that may exceed
      current estimates, and competition.




13


**Critical
      Accounting Policies and Estimates**





In
      preparing our consolidated financial statements in conformity with accounting
      principles generally accepted in the United States of America, we must make
      decisions that impact the reported amounts of assets, liabilities, revenues
      and
      expenses, and related disclosures.  Such decisions include the
      selection of the appropriate accounting principles to be applied and the
      assumptions on which to base accounting estimates.  In reaching such
      decisions, we apply judgments based on our understanding and analysis of the
      relevant circumstances, historical experience, and actuarial valuations. Actual
      amounts could differ from those estimated at the time the consolidated financial
      statements are prepared.





Our
      significant accounting policies are described in Note A to the consolidated
      financial statements.  Some of those significant accounting policies
      require us to make difficult subjective or complex judgments or estimates.
      An
      accounting estimate is considered to be critical if it meets both of the
      following criteria: (i) the estimate requires assumptions about matters that
      are
      highly uncertain at the time the accounting estimate is made, and (ii) different
      estimates that reasonably could have been used, or changes in the estimate
      that
      are reasonably likely to occur from period to period, would have a material
      impact on the presentation of our financial condition, changes in financial
      condition or results of operations.








**ITEM
      7.           FINANCIAL
      STATEMENTS**











**ROYAL
        INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
  **(FORMERLY
        WAH KING INVEST CORP.)**
 
 **AUDITED
        FINANCIAL STATEMENTS**
  **FOR
        THE YEARS ENDED JULY 31, 2006 AND 2005**









14


**ROYAL
      INVEST INTERNATIONAL CORP. AND SUBSIDIARY**





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







CONTENTS


_____________________________________________________________________________________________





Report
                of Independent Registered Public Accounting Firm
            Page  1





Consolidated
                Balance Sheets
            2





Consolidated
                Statements of Operations
            3





Consolidated
                Statements of Cash Flows
            4





Consolidated
                Statement of Stockholders’ Deficit
            6





Notes
                to Consolidated Financial Statements
            7







15


MEYLER
        & COMPANY, LLC
 Certified
        Public Accountants
 One
        Arin
        Park
 1715
        Highway 35
 Middletown,
        NJ 07748
 
 Report
        of
        Independent Registered Public Accounting Firm
 
 To
        the
        Board of Directors
 Royal
        Invest International Corp. and Subsidiary
 Amsterdam,
        The Netherlands
 
 We
        have
        audited the accompanying consolidated balance sheets of Royal Invest
        International Corp. (Formerly Wah King Invest Corp.) and Subsidiary as of
        July
        31, 2006 and 2005 and the related consolidated statements of operations,
        stockholders’ deficit, and cash flows for each of the two years in the period
        ended July 31, 2006. These consolidated financial statements are the
        responsibility of the Company’s management. Our responsibility is to express an
        opinion on these financial statements based on our audits.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The Company is not required
        to
        have, nor were we engaged to perform, an audit of its internal control over
        financial reporting. Our audit included consideration of internal control
        over
        financial reporting as a basis for designing audit procedures that are
        appropriate in the circumstances, but not for the purpose of expressing an
        opinion of the effectiveness of the Company’s internal control over financial
        reporting. Accordingly, we express no such opinion. An audit includes examining,
        on a test basis, evidence supporting the amounts and disclosures in the
        financial statements, assessing the accounting principles used and significant
        estimates made by management, as well as evaluating the overall financial
        statement presentation. We believe that our audits provides a reasonable
        basis
        for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Royal Invest International Corp.
        (Formerly Wah King Invest Corp.) and Subsidiary as of July 31, 2006 and 2005
        and
        the results of its operations, and its cash flows for each of the two years
        in
        the period ended July 31, 2006 in conformity with accounting principles
        generally accepted in the United States of America.
  The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note A to the financial
        statements, the Company has an accumulated deficit of $951,710 and a negative
        working capital of $336,711 at July 31, 2006, and there are existing uncertain
        conditions the Company faces relative to its ability to obtain capital and
        operate successfully. These conditions raise substantial doubt about its
        ability
        to continue as a going concern. Management’s plans regarding these matters are
        also described in Note A. The financial statements do not include any
        adjustments that might result from the outcome of these
        uncertainties.
 
 See
        also
        Note C as to funds not accounted for.
 
 /s/ Meyler & Company, LLC
 
 Middletown,
        NJ
 July
          15,
          2007 (except as to Note J which is July 30, 2007)
 F
            -
            1
 
 **ROYAL
        INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
        WAH KING INVEST CORP.)**
 
 **CONSOLIDATED
        BALANCE SHEETS**
  
 July
                      31,2006
                  
                  
                  2005**ASSETS**CURRENT
                      ASSETSCash
                  
                  $
                  60
                  
                  
                  $
                  179,708Assets
                      from discontinued operations
                  
                  
                  -
                  
                  
                  
                  43,266Total
                      current assets
                  
                  
                  60
                  
                  
                  
                  222,974TOTAL
                      ASSETS
                  
                  $
                  60
                  
                  
                  $
                  222,974
 
  **LIABILITIES
        AND STOCKHOLDERS’ DEFICIT**
   CURRENT
                      LIABILITIESAccounts
                      payable
                  
                  $
                  16,090
                  
                  
                  $
                  730Income
                      taxes payable
                  
                  
                  2,452
                  
                  
                  
                  2,452Due
                      to related party
                  
                  
                  12,724
                  
                  
                  
                  1,000Convertible
                      promissory notes payable
                  
                  
                  285,000
                  
                  
                  
                  589,000Accrued
                      interest
                  
                  
                  20,505
                  
                  
                  
                  15,317Liabilities
                      from discontinued operations
                  
                  
                  -
                  
                  
                  
                  10,857Total
                      current liabilities
                  
                  
                  336,771
                  
                  
                  
                  619,356STOCKHOLDERS’
                      DEFICITClass
                      A special voting stock, no par value; 120,000,000shares
                      authorized; none issued and outstanding
                  
                  
                  -
                  
                  
                  
                  -Common
                      stock, $0.001 par value; 300,000,000 sharesauthorized;
                      4,236,372 and 3,387,196 issued andoutstanding
                      at July 31, 2006 and 2005, respectively
                  
                  
                  4,236
                  
                  
                  
                  3,387Additional
                      paid-in capital
                  
                  
                  610,763
                  
                  
                  
                  69,545Accumulated
                      deficit
                  
                  
                  (951,710
                  )
                  
                  
                  (469,314
                  )Total
                      Stockholders’ Deficit
                  
                  
                  (336,711
                  )
                  
                  
                  (396,382
                  )TOTAL
                      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                  
                  $
                  60
                  
                  
                  $
                  222,974
 
  See
        accompanying notes to consolidated financial statements.
 
 F
            -
            2
  **ROYAL
        INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
        WAH KING INVEST CORP.)**
 
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
   For
                      the year endedJuly
                      31,2006
                  
                  
                  2005EXPENSESAdministrative
                      expenses
                  
                  $
                  107,145
                  
                  
                  
                  148,359Consulting
                      expenses incurred in seeking acquisitions
                  
                  
                  231,050
                  
                  
                  
                  200,016Stock
                      based compensation
                  
                  
                  -
                  
                  
                  
                  20,000Total
                      Expenses
                  
                  
                  338,195
                  
                  
                  
                  368,375OPERATING
                      LOSS
                  
                  
                  (338,195
                  )
                  
                  
                  (368,375
                  )OTHER
                      EXPENSESInterest
                      Expense
                  
                  
                  (35,255
                  )
                  
                  
                  (15,317
                  )Total
                      Other Expenses
                  
                  
                  (35,255
                  )
                  
                  
                  (15,317
                  )NET
                      LOSS BEFORE TAXES AND DISCONTINUED OPERATIONS
                  
                  
                  (373,450
                  )
                  
                  
                  (383,692
                  )PROVISION
                      FOR INCOME TAXES
                  
                  
                  
                  
                  
                  
                  1,000LOSS
                      FROM CONTINUING OPERATIONS
                  
                  
                  (373,450
                  )
                  
                  
                  (384,692
                  )DISCONTINUED
                      OPERATIONS:Income
                      (loss) from discontinued operations
                  
                  
                  (76,537
                  )
                  
                  
                  10,888Loss
                      on disposal of discontinued operations
                  
                  
                  (32,409
                  )
                  
                  
                  -(108,946
                  )
                  
                  
                  10,888NET
                      LOSS
                  
                  $
                  (482,396
                  )
                  
                  $
                  (373,804
                  )NET
                      INCOME (LOSS) PER COMMON SHARE-Basic and DilutedFrom
                      continuing operations
                  
                  $
                  (0.09
                  )
                  
                  $
                  (0.12
                  )From
                      discontinued operations
                  
                  
                  (0.03
                  )
                  
                  
                  0.01$
                  (0.12
                  )
                  
                  $
                  (0.11
                  )WEIGHTED
                      AVERAGE COMMON SHARES OUTSTANDING
                  
                  
                  3,896,440
                  
                  
                  
                  3,346,209
  
 See
        accompanying notes to consolidated financial statements.
 
 F
            -
            3
  **ROYAL
        INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
        WAH KING INVEST CORP.)**
 
 **CONSOLIATED
        STATEMENTS OF CASH FLOWS**
 
 For
                      the years endedJuly
                      31,2006
                  
                  
                  2005CASH
                      FLOWS FROM OPERATING ACTIVITIESNet
                      loss
                  
                  $
                  (482,396
                  )
                  
                  $
                  (373,804
                  )Income
                      (loss) from discontinued operations
                  
                  
                  (108,946
                  )
                  
                  
                  10,888(373,450
                  )
                  
                  
                  (384,692
                  )Adjustments
                      to reconcile net loss to netcash
                      used in operating activities:Stock
                      based compensation
                  
                  
                  
                  
                  
                  
                  20,000Loss
                      on disposal of Puritan Securities, Inc.
                  
                  
                  32,409Net
                      change in operating assets and liabilities, net of discontinued
                      operationsAccounts
                      payable
                  
                  
                  15,360
                  
                  
                  
                  (72,815
                  )Accrued
                      interest
                  
                  
                  35,255
                  
                  
                  
                  15,317Federal
                      and state income taxes payable
                  
                  
                  -
                  
                  
                  
                  1,000Due
                      to related party
                  
                  
                  11,724
                  
                  
                  
                  1,000Net
                      Cash Used in Continuing Operating Activities
                  
                  
                  (278,702
                  )
                  
                  
                  (420,190
                  )Income
                      (loss) from Discontinued Operations
                  
                  
                  (108,946
                  )
                  
                  
                  10,888Net
                      cash used in Operating Activities
                  
                  
                  (387,648
                  )
                  
                  
                  (409,302
                  )Cash
                      contributions from stockholdersRepayment
                      of convertible promissory notes
                  
                  
                  (30,000
                  )
                  
                  
                  (20,000
                  )Issuance
                      of convertible promissory notes
                  
                  
                  238,000
                  
                  
                  
                  609,000Net
                      Cash Provided from Financing Activities
                  
                  
                  208,000
                  
                  
                  
                  589,000INCREASE
                      (DECREASE) IN CASH
                  
                  
                  (179,648
                  )
                  
                  
                  179,698CASH
                      BEGINNING OF YEAR
                  
                  
                  179,708
                  
                  
                  
                  10CASH
                      END OF YEAR
                  
                  $
                  60
                  
                  
                  $
                  179,708SUPPLEMENTAL
                      CASH FLOWS INFORMATIONNON-CASH
                      TRANSACTIONSConversion
                      of promissory notes and interest to common stock
                  
                  $
                  542,067Issuance
                      of 55,000 shares of common stock to settle accounts
                      payable
                  
                  
                  
                  
                  
                  $
                  49,601
  
 See
        accompanying notes to consolidated financial statements.
 
 F
            -
            4
 **ROYAL
                        INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
                      **(FORMERLY
                        WAH KING INVEST CORP.)****STATEMENT
                        OF CONSOLIDATED STOCKHOLDERS’ DEFICIT****For
                        the Year Ended July 31, 2006**Capital
                        Stock
                    
                    
                    Additional
                    
                    
                    
                    
                    
                    TotalCommon
                    
                    
                    Paid-In
                    
                    
                    Accumulated
                    
                    
                    Stockholder’sShares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Deficit
                    
                    
                    DeficitBalance
                        at July 31, 2004
                    
                    
                    
                    3,331,696
                    
                    
                    $
                    3,331
                    
                    
                    
                    
                    
                    $
                    (95,510
                    )
                    
                    $
                    (92,179
                    )Issuance
                        of common stock to settleprofessional
                        fees valued at$49,651
                    
                    
                    
                    5,500
                    
                    
                    
                    6
                    
                    
                    $
                    49,595
                    
                    
                    
                    
                    
                    
                    
                    49,601Issuance
                        of common stock toBrokers
                        in connection with theplacement
                        of convertiblepromissory
                        notes at $0.04 per share
                    
                    
                    
                    50,000
                    
                    
                    
                    50
                    
                    
                    
                    19,950
                    
                    
                    
                    
                    
                    
                    
                    20,000Net
                        loss for year ended July 31, 2005
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (373,804
                    )
                    
                    
                    (373,804
                    )Balance
                        at July 31, 2005
                    
                    
                    
                    3,387,196
                    
                    
                    
                    3,387
                    
                    
                    
                    69,545
                    
                    
                    
                    (469,314
                    )
                    
                    
                    (396,382
                    )Conversion
                        of Promissory Notes and accrued interest to common stock
                        at an average
                        price of $0.64 per share
                    
                    
                    
                    849,176
                    
                    
                    
                    849
                    
                    
                    
                    541,218
                    
                    
                    
                    
                    
                    
                    
                    542,067Net
                        loss for the year ended July 31, 2006
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (482,396
                    )
                    
                    
                    (482,396
                    )Balance,
                        July 31, 2006
                    
                    
                    
                    4,236,372
                    
                    
                    $
                    4,236
                    
                    
                    $
                    610,763
                    
                    
                    $
                    (951,710
                    )
                    
                    $
                    (336,711
                    )
  See
        accompanying notes to consolidated financial statements.
 
 F
            -
            5
  **ROYAL
        INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
        WAH KING INVEST CORP.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **JULY
        31, 2006**
 
 NOTE
        A  NATURE OF BUSINESS, REVERSE MERGER, REVERSE STOCK SPLIT AND GOING
        CONCERN
 
 Nature
        of Business
 
 Royal
        Invest International Corp. (Formerly Wah King Invest Corp.) and Subsidiary
        (the
“Company”), a Delaware corporation, is currently in negotiation for the
        acquisition of properties and building facilities in The Netherlands and
        Germany.  Its former subsidiary, Puritan Securities, Inc., a
        broker-dealer registered with the Securities and Exchange Commission (SEC)
        and
        member of the National Association of Securities Dealers (NASD) was spun
        out of
        the company on November 15, 2005.
 
 Reverse
        Merger/Spin Out
 
 On
        November 15, 2005 the former subsidiary, Puritan Securities, Inc., was spun
        out
        of Royal Invest International Corp. and the shares distributed to shareholders
        of record as of November 21, 2005.  Previously, on February 12, 2005,
        Royal Invest International Corp. (formerly Wah King Invest Corp., formerly
        ICBS
        International Corp.) entered into an agreement with Puritan Securities, Inc.
        and
        issued 17,909,507 shares of its common stock to acquire Puritan Securities,
        Inc.  In connection with the merger, Puritan Securities, Inc. became a
        wholly owned subsidiary of ICBS International Corp.  Prior to the
        merger, Royal Invest International Corp. was a non-operating “shell”
corporation.  Pursuant to Securities and Exchange Commission rules,
        the merger of a private operating company, Puritan Securities, Inc., into
        a
        non-operating public shell corporation, with nominal net assets, is considered
        a
        capital transaction.  At the time of the merger, the officers and
        directors of ICBS International Corp. resigned and were replaced with the
        officers and directors of Puritan Securities, Inc.  For financial
        statement presentation purposes, the merger has been reflected in the financial
        statements as though it occurred on July 31, 2004.  Since the merger
        is a recapitalization and not a business combination, pro forma information
        is
        not presented.
 
 Reverse
        Stock Split
 
 On
        June
        20, 2005, the stockholders’ approved a 10 for 1 reverse split of its common
        stock.  Accordingly, all share and per share figures have been
        retroactively adjusted to account for the reverse split.
 
 Going
        Concern
 
 As
        shown
        in the accompanying financial statements, the Company has an accumulated
        deficit
        of $951,710, and a negative working capital, of $336,711 at July 31, 2006.
        Management’s plans include the seeking of a merger with a profitable private
        company, the raising of capital through the equity markets to fund future
        operations, seeking additional acquisitions, and the generating of revenue
        through such businesses. Failure to raise adequate capital, seek a merger
        candidate and generate adequate sales revenues could result in the Company
        having to curtail or cease operations. Additionally, even if the Company
        does
        raise sufficient capital to support its operating expenses and generate adequate
        revenues, there can be no assurances that the revenue will be sufficient
        to
        enable it to develop business to a level where it will generate profits and
        cash
        flows from operations. These matters raise substantial doubt about the Company’s
        ability to continue as a going concern. However, the accompanying financial
        statements have been prepared on a going concern basis, which contemplates
        the
        realization of assets and satisfaction of liabilities in the normal course
        of
        business. These financial statements do not include any adjustments relating
        to
        the recovery of the recorded assets or the classification of the liabilities
        that might be necessary should the Company be unable to continue as a going
        concern.
 
 
 F
            -
            6
 
 **ROYAL
        INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
        WAH KING INVEST CORP.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **JULY
        31, 2006**
 
 NOTE
        B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Use
        of
        Estimates
 
 The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the amounts reported in the financial statements and accompanying
        notes.
        Actual results could differ from those estimates.
 
 Cash
        and Cash Equivalents
 
 The
        Company considers all highly liquid investments, with a maturity of three
        months
        or less when purchased, to be cash equivalents.
 
 Net
        Loss Per Common Share
 
 The
        Company computes per share amounts in accordance with Statement of Financial
        Accounting Standards (“SFAS”) No. 128, “Earnings per Share”. SFAS No. 128
        requires presentation of basic and diluted EPS. Basic EPS is computed by
        dividing the income (loss) available to Common Stockholders by the
        weighted-average number of common shares outstanding for the period. Diluted
        EPS
        is based on the weighted-average number of shares of Common Stock and Common
        Stock equivalents outstanding during the periods.
  Consolidated
        Financial Statements
  The
        consolidated financial statements include the Company and its former wholly
        owned subsidiary, Puritan Securities, Inc.  All significant
        intercompany transactions and balances have been eliminated in
        consolidation.
  Stock-Based
        Compensation
 
 The
        Company accounts for stock based compensation using the fair value
        method.
 
 The
        Company accounts for stock issued for services using the fair value method.
        In
        accordance with Emerging Issues Task Force (“EITF”) 96-18, the measurement date
        of shares issued for services is the date at which the counterparty’s
        performance is complete.
 
 Recent
        Accounting Pronouncements
 
 In
        June
        2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
        48, “Accounting for Income Tax Uncertainties” (“FIN 48”). FIN 48 defines the
        threshold for recognizing the benefits of tax return positions in the financial
        statements as “more-likely-than-not” to be sustained by the taxing authority.
        Recently issued literature also provides guidance on the de-recognition,
        measurement and classification of income tax uncertainties, along with any
        related interest and penalties. FIN 48 also includes guidance concerning
        accounting for income tax uncertainties in interim periods and increases
        the
        level of disclosures associated with any recorded income tax uncertainties.
        FIN
        48 is effective for the Company’s fiscal year beginning April 1, 2007, with
        earlier adoption permitted. The Company is currently evaluating the potential
        impact, if any, that the adoption of FIN 48 will have on its consolidated
        financial statements.
 
 In
        September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which
        defines fair value, establishes a framework for measuring fair value under
        other
        accounting pronouncements that permit or require fair value measurements,
        changes the methods used to measure fair value and expands disclosures about
        fair value measurements. In particular, disclosures are required to provide
        information on the extent to
 
 F
            -
            7
  **ROYAL
        INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
        WAH KING INVEST CORP.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  **JULY
        31, 2006**
  NOTE
        B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Recent
        Accounting Pronouncements (Continued)
 
 which
        fair value is used to measure assets and liabilities; the inputs used to
        develop
        measurements; and the effect of certain of the measurements on earnings (or
        changes in net assets). SFAS No. 157 is effective for fiscal years beginning
        after November 15, 2007 and interim periods within those fiscal years. Early
        adoption, as of the beginning of an entity’s fiscal year, is also permitted,
        provided interim financial statements have not yet been issued. The Company
        is
        currently evaluating the potential impact, if any, that the adoption of SFAS
        No.
        157 will have on its consolidated financial statements.
 
 In
        September 2006, the Securities and Exchange Commission issued Staff Accounting
        Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when
        Quantifying Misstatements in Current Year Financial Statements” (“SAB No. 108”).
        SAB No. 108 provides guidance on how prior year misstatements should be
        considered when quantifying misstatements in the current year financial
        statements. SAB No. 108 requires registrants to quantify misstatements using
        both a balance sheet and an income statement approach and evaluate whether
        either approach results in quantifying a misstatement that, when all relevant
        quantitative and qualitative factors are considered, is material. SAB No.
        108
        does not change the guidance in SAB No. 99, “Materiality,” when evaluating the
        materiality of misstatements. SAB No. 108 is effective for fiscal years ending
        after November 15, 2006. Upon initial application, SAB No. 108 permits a
        one-time cumulative effect adjustment to beginning retained
        earnings.
 
 In
        February 2007, the FASB issued SFAS No. 159, *The Fair Value Option for
        Financial Assets and Financial Liabilities* (“SFAS 159”). SFAS 159 allows
        entities to measure at fair value many financial instruments and certain
        other
        assets and liabilities that are not otherwise required to be measured at
        fair
        value. SFAS 159 is effective for fiscal years beginning after November 15,
        2007.
        The Company has not determined what impact, if any, that adoption will have
        on
        our results of operations, cash flows or financial position.
 
 NOTE
        C
        FUNDS NOT ACCOUNTED FOR
 
 Due
        to a
        dispute with the Company’s European consultants, who received $431,066 in wire
        funds intended for the purchase of European properties, management was unable
        to
        determine how the funds were spent.  Accordingly, these amounts were
        written-off to consulting expense, $231,050 in 2006 and $200,016 in
        2005.
 
 
 NOTE
        D
        DISPOSAL OF PURITAN SECURITIES
 
 On
        November 15, 2005 the former subsidiary, Puritan Securities, Inc., was spun
        out
        of Royal Invest International Corp. and distributed said shares to shareholders
        of record as of November 21, 2005.
 
 This
        sale
        has been accounted for as a discontinued operation in accordance with Statement
        of Financial Accounting Standards ("SFAS") No. 144, Accounting for the
        Impairment or Disposal of Long-lived Assets. The results of operations of
        Puritan Securities, Inc. for the current and prior periods have therefore
        been
        reported as discontinued operations.
 
 
 F
            -
            8
  **ROYAL
        INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
        WAH KING INVEST CORP.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **JULY
        31, 2006**
 
 NOTE
        D
        DISPOSAL OF PURITAN SECURITIES (CONTINUED)
 
 Operating
        results for Puritan Securities, Inc. are summarized as follows:
 
 For
                          the year endedJuly
                          31,2006
                      
                      
                      2005REVENUES
                          - consulting
                      
                      $
                      1,263
                      
                      
                      $
                      24,726EXPENSESAdministrative
                          expenses
                      
                      
                      205,200
                      
                      
                      
                      11,338Total
                          Expenses
                      
                      
                      205,200
                      
                      
                      
                      11,338OPERATING
                          INCOME (LOSS)
                      
                      
                      (203,937
                      )
                      
                      
                      13,388OTHER
                          INCOME (EXPENSES)Net
                          realized gain on marketable securities
                      
                      
                      127,400Net
                          unrealized loss on marketable securities
                      
                      
                      
                      
                      
                      
                      (2,500
                      )Total
                          Other Income (Expenses)
                      
                      
                      127,400
                      
                      
                      
                      (2,500
                      )NET
                          INCOME (LOSS) BEFORE TAXES
                      
                      
                      (76,537
                      )
                      
                      
                      10,888PROVISION
                          FOR INCOME TAXES
                      
                      
                      -
                      
                      
                      
                      -INCOME
                          (LOSS) FROM DISCONTINUED OPERATIONS
                      
                      $
                      (76,537
                      )
                      
                      $
                      10,888
 NOTE
        E
        CONVERTIBLE PROMISSORY NOTES
 
 During
        the period March 1, 2005 to July 31, 2005, the Company issued convertible
        promissory notes aggregating $589,000. The notes are unsecured and bear interest
        at a rate of 10% per annum. The principal and interest is due June 27,
        2006.  On November 16, 2005, a majority holders of the outstanding
        notes opted to convert the principal and interest on their notes into common
        shares of the Company at $0.75 per share.  The Company converted
        $542,067 of notes plus interest into 849,176 shares of common
        stock.
 
 During
        the period January 1, 2006 to March 31, 2006, the Company issued additional
        convertible promissory notes aggregating $220,000.  The notes are
        unsecured and bear interest at a rate of 10% per quarter.  The
        principal and interest is due 90 days after the issuance of the notes, but
        automatically renews and continues to accrue interest.
 
 All
        outstanding notes are currently in default.
 
 In
        May
        2006 the Company repaid $30,000 of the principal on remaining outstanding
        notes.
 
 NOTE
        F
        RELATED PARTY TRANSACTIONS
 
 An
        officer and principal shareholder of the Company advanced the Company $12,724
        and $1,000 at 2006 and 2005 respectively. The advances are non-interest bearing
        and have no stated maturity date.
 
 F
            -
            9
  **ROYAL
        INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
        WAH KING INVEST CORP.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  **JULY
        31, 2006**
 
 NOTE
        G
        STOCKHOLDERS’ DEFICIT
 
 During
        the period  March 1, 2005 to July 31, 2006, the Company issued 849,176
        shares of its common stock in connection with the conversion of $589,000
        of
        convertible promissory notes and the related accrued interest.  The
        notes were converted at $0.75 per share.  When calculating the related
        accrued interest, the average conversion rate was $0.64 per share.
  NOTE
        H
        INCOME TAXES
  The
        Company has adopted Financial Accounting Statement No. 109 (SFAS No. 109).
        Under
        this method, the Company recognizes a deferred tax liability or asset for
        temporary differences between the tax basis of an asset or liability and
        the
        related amount reported on the financial statements. The principal types
        of
        differences, which are measured at the current tax rates, are net operating
        loss
        carry forwards. At July 31, 2006 and 2005, these differences resulted in
        a
        deferred tax asset of approximately $288,000 and $141,000
        respectively.  SFAS No. 109 requires the establishment of a valuation
        allowance to reflect the likelihood of realization of deferred tax assets.
        Since
        realization is not assured, the Company has recorded a valuation allowance
        for
        the entire deferred tax asset, and the accompanying financial statements
        do not
        reflect any net asset for deferred taxes at July 31, 2006 and 2005.
  The
        Company’s net operating loss carry forwards amounted to approximately $950,000
        at July 31, 2006, which will expire in the year 2025.
 
 Significant
        components of the Company’s deferred total liabilities and assets as of July 31,
        2006 and 2005 are as follows:
 
 For
                            the year endedJuly
                            31,2006
                        
                        
                        2005Deferred
                            tax liabilities
                        
                        $
                        -
                        
                        
                        $
                        -Net
                            Operating loss carryforward
                        
                        
                        288,000
                        
                        
                        
                        141,000Valuation
                            allowance for deferred tax asset
                        
                        
                        (288,000
                        )
                        
                        
                        (141,000
                        )Deferred
                            tax asset
                        
                        $
                        -
                        
                        
                        $
                        -
 
 The
        Company’s effective tax rate of 0% for the year ended July 31, 2006 and 2005 was
        different from the statutory rate of 30% due to valuation
        allowance.
 
 NOTE
        I
        LEASE COMMITMENTS
  After
        the
        Company spun out Puritan Securities, the Company no longer assumed the month
        to
        month lease for its administrative offices, which was for monthly rent is
        $500.
  Also,
        after the Company spun out Puritan Securities, the Company no longer paid
        operating leases for automobiles, which had commenced March 8, 2005 and would
        require payment for 48 months at $968 per month.
 
 F
            -
            10
  **ROYAL
        INVEST INTERNATIONAL CORP. AND SUBSIDIARY**
 
 **(FORMERLY
        WAH KING INVEST CORP.)**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  **JULY
        31, 2006**
 
 NOTE
        J
        SUBSEQUENT EVENTS
 
 On
        January 26, 2007, the Company filed an amendment with the Secretary of State
        of
        the state of Delaware to change the name of the Company from Wah King Invest
        Corp. to Royal Invest International Corp.
 
 On
        February 16, 2007, the Company signed a Letter of Intent to acquire a Class
        A
        commercial property in Badhoevedorp, The Netherlands, having a total of 2,246
        square meters (approximately 24,176 square feet) from Mr. Nielkanth Baldewpersad
        Tewarie for a total price of €3,475,000 (US$ 4,726,000) (excluding the buyers
        cost for legal transfers).  The closing is still pending subject to
        obtaining bank financing for the property.
 
 On
        March
        13, 2007, the Company signed a Letter of Intent to acquire Class A commercial
        property in Assen, The Netherlands with a total of 34,756 square meters (approx.
        374,113 square feet) from Muermans Vastgoed 46 BV for a total renegotiated
        price
        of €24,311,000 (US$ 33,062,960) (excluding the buyers cost for legal
        transfers).  The closing is still pending subject to obtaining bank
        financing for the properties.  Part of the acquisition price will be
        paid in shares of the Company’s common stock, which is yet to be
        determined.
 
 On
        May
        25, 2007, the Company signed a Letter of Intent to acquire Class A commercial
        properties in the Netherlands and Germany with a total of 45,784 square meters
        (approx. 492,818 square feet) from Machine Transport Midden Nederland BV,
        FVG
        BV, Emile-Staete BV and Rico Staete for a total renegotiated price of
€37,666,000 (US$ 51,225,760) (excluding the buyers cost for legal
        transfers).  The closing is still pending subject to obtaining bank
        financing for the properties.  Part of the acquisition price will be
        paid in shares of the Company’s common stock which is yet to be
        determined.
 
 On
        June
        5, 2007, the Company sold Five Million (5,000,000) shares of the Company’s
        common stock for Five Hundred Thousand Dollars ($500,000) to Mr. Harry
        Muermans.  As a result of the above transaction, Mr. Muermans has
        become the Company’s largest shareholder, owing greater than 50% of the issued
        and outstanding shares of the Company.
 
 The
        Company on December 29, 2006, acquired two Dutch “shell” corporations which
        became wholly owned subsidiaries of the Company.  The shell
        corporations have no assets or liabilities.  The shell corporations
        will be utilized to acquire the investment properties and to account for
        the
        operation of the applicable properties.
  On
        July 23, 2007, the Company issued
        987,934 shares of the Company's common stock each to Jerry Gruenbaum and
        Nathan
        Lapkin as compansation for services rendered to date valued at $0.12 per
        share
        for a total of 1975,868 shares valued at $118,552
        each.
  F
            -
            11




**ITEM
      8.      CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**





All
      decisions to change accountants were approved by our Board of
      Directors.





There
      have been no disagreements between the Company and Meyler & Company, LLC
      (“MC”) in connection with any services provided to us by each of them for the
      periods of their engagement on any matter of accounting principles or practices,
      financial statement disclosure or auditing scope or procedure.





No
      accountant’s report on the financial statements for the past two years contained
      an adverse opinion or a disclaimer of opinion or was qualified or modified
      as to
      uncertainty, audit scope or accounting principles, except such reports did
      contain a going concern qualification; such financial statements did not contain
      any adjustments for uncertainties stated therein. In addition, MC did not advise
      the Company with regard to any of the following:





1.            That
      internal controls necessary to develop reliable financial statements did not
      exist; or





2.
            That
                information has come to their attention, which made them unwilling
                to rely
                on management’s representations, or unwilling to be associated with the
                financial statements prepared by management;
                or





3.
            That
                the scope of the audit should be expanded significantly, or information
                has come to the accountant’s attention that the accountant has concluded
                will, or if further investigated might, materially impact the fairness
                or
                reliability of a previously issued audit report or the underlying
                financial statements, or the financial statements issued or to be
                issued
                covering the fiscal periods subsequent to the date of the most recent
                audited financial statements, and the issue was not resolved to the
                accountant’s satisfaction prior to its resignation or
                dismissal.  During the most recent two fiscal years and during
                any subsequent interim periods preceding the date of each engagement,
                we
                have not consulted MC regarding any matter requiring disclosure under
                Regulation S-K, Item 304(a)(2).





**Item
      8A.      Controls and
      Procedures**





The
      Corporation maintains and is currently undertaking actions to improve disclosure
      controls and procedures designed to ensure that information required to be
      disclosed in reports filed under the Securities Exchange Act of 1934, as
      amended, is recorded, processed, summarized and reported within the specified
      time periods.  As of the end of the period covered by this report, the
      Corporation’s Chief Executive Officer and Chief Financial Officer evaluated the
      effectiveness of the Corporation’s disclosure controls and procedures. As
      indicated in Note C to the Financial Statements, Management was unable to
      account for funds sent to the European consultants which were intended for
      the
      purchase of properties in Europe. Because of this, Management has determined
      that there were material deficiencies in its controls and procedures over said
      funds. A "material weakness" is a reportable condition in which the design
      or
      operation of one or more of the specific control components have a defect or
      defects that could have a material adverse effect on our ability to record,
      process, summarize and report financial data in the financial statements in
      a
      timely manner. Such material weakness relates in this situation to management's
      failure to take adequate steps to insure a complete accounting of all funds
      sent
      to the Company's European consultants. While we believe we have adequate
      policies to cover disbursement of funds overseas, we believe implementation
      of
      these policies should be improved. The impact of the preceding condition was
      relevant to the years ended July 31, 2005 and 2006. In order to alleviate this
      weakness, management intends to re-evaluate its policies relating to the
      disbursement of funds overseas and to engage additional accounting personnel
      both in the U.S. and Europe to document the disbursement of all funds intended
      for investment.




**Item
      8B.      Other
      Information**





None.


27


**PART
      III**





**ITEM
                9.**
            **DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH
                SECTION
                16(A) OF THE EXCHANGE ACT**





The
      directors and officers of the Company and its subsidiaries, as of July 31,
      2007,
      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 July
      31, 2005.  The Board of Directors of the Company is comprised of only
      one class.  All of the directors will serve until the next annual
      meeting of stockholders and until their successors are elected and qualified,
      or
      until their earlier death, retirement, resignation or
      removal.  Executive officers serve at the discretion of the Board of
      Directors and are appointed to serve until the first Board of Directors meeting
      following the annual meeting of stockholders.  Also provided is a
      brief description of the business experience of each director and executive
      officer and the key management personnel during the past five years and an
      indication of directorships held by each director in other companies subject
      to
      the reporting requirements under the Federal securities laws.





**Name**
            
            **Age**
            
            **With
                Company**
              **Since**
            
            **Director/Position**Jerry
                Gruenbaum
            
            52
            
            02/2005
            
            Chief
                Executive Officer,Chairman
                of the Board,and
                DirectorNathan
                Lapkin
            
            41
            
            02/205
            
            Secretary,
                President,Director,
                and Chief FinancialOfficer





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





**JERRY
      GRUENBAUM, ESQ.,** is the Chief Executive Officer, Chairman of the Board
      and member of the Board of Directors.  He was appointed as Corporate
      Secretary and General Counsel in December 2004 and was elected to the
      board.  He has been admitted to practice law since 1979 and is a
      licensed attorney in various states including the State of Connecticut where
      he
      maintains his practice as a member of SEC Attorneys, LLC, specializing in
      Securities Law, Mergers and Acquisitions, Corporate Law, Tax Law, International
      Law and Franchise Law.  He is the CEO of a licensed brokerage firm in
      New York City where he maintains a Series 7, 24, 27, 63 and 65
      licenses.  He is a former President and Chairman of the Board of
      Directors of a multinational publicly-traded company with operations in Hong
      Kong and the Netherlands.  He worked for the tax departments for Peat
      Marwick Mitchell & Co. (now KPMG Peat Marwick LLP) and Arthur Anderson &
Co. (now Arthur Anderson LLP).  He has served as Compliance Director
      for CIGNA Securities, a division of CIGNA Insurance. He has lectured and taught
      at various Universities throughout the United States in the areas of Industrial
      and financial Accounting, taxation, business law, and
      investments.  Attorney Gruenbaum graduated with a B.S. degree from
      Brooklyn College - C.U.N.Y. Brooklyn, New York; has a M.S. degree in Accounting
      from Northeastern University Graduate School of Professional Accounting, Boston,
      Massachusetts; has a J.D. degree from Western New England College School of
      Law,
      Springfield, Massachusetts; and an LL.M. in Tax Law from the University of
      Miami
      School of Law, Coral Gables, Florida.





**NATHAN
      LAPKIN** was appointed Secretary, President, Director, and Chief
      Financial Officer of the Company in December 2004. Mr. Lapkin’s ten-plus year
      career includes positions in corporate finance, institutional trading,
      institutional sales and investment banking.  He previously was
      employed in the corporate finance department of LensCrafters’ Canadian
      headquarters in Toronto where he was involved in a CDN $20 million sales retail
      optical chain acquisition, in addition to the capital and operational
      budgeting.  As a financial analyst, Mr. Lapkin wrote the monthly
      management discussion and analysis used for corporate reporting.  He
      previously worked for Thompson Financial in New York City, and sat on Morgan
      Stanley's domestic and international trading desks and HSBC's International
      trading desk.  He worked in the domestic U.S. Institutional sales desk
      at UBS Warburg, where he was given direct responsibility  and
      co-responsibility for  large institutional
      accounts,  including several hedge
      funds.  He


28


is
      currently the President and board member of ICBS Global Securities, Inc. a
      NASD
      licensed broker-dealer in Connecticut as well as an officer and director of
      its
      publicly traded parent company.  Mr. Lapkin graduated with honors from
      Syracuse University with a Masters in Business Administration (concentrations
      in
      Finance and Statistics) and the University of Manitoba, with a Bachelor in
      Commerce with concentrations in finance and economics.  Mr. Lapkin is
      licensed by the NASD and has his Series 7, 24, 63 and 65 licenses.





Our
      bylaws currently provide for a board of directors comprised of such number
      as is
      determined by the Board.





**Family
      Relationships**





None.





**Board
      Committees**





We
      currently have no compensation committee, audit committee or other board
      committee performing equivalent functions. Currently, all members of our board
      of directors participate in all discussions concerning the company.





**Legal
      Proceedings**





No
      officer, director, or persons nominated for such positions, promoter or
      significant employee has been involved in legal proceedings that would be
      material to an evaluation of our management.





**Compliance
      with Section 16(a) of the Exchange Act**





Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires our directors
      and executive officers, and persons who beneficially own more than 10% of a
      registered class of our equity securities, to file reports of beneficial
      ownership and changes in beneficial ownership of our securities with the SEC
      on
      Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes
      of
      Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial
      Ownership of Securities).  Directors, executive officers and
      beneficial owners of more than 10% of our Common Stock are required by SEC
      regulations to furnish us with copies of all Section 16(a) forms that they
      file.  Except as otherwise set forth herein, based solely on review of
      the copies of such forms furnished to us, or written representations that no
      reports were required, we believe that for the fiscal year ended December 31,
      2004 all required forms have been filed as of the date of filing of this Form
      10K-SB.








**ITEM
      10.          EXECUTIVE
      COMPENSATION**





See
      “Executive Officers of the Registrant” in Part I of this report for information
      regarding the executive officers of the company, which is incorporated by
      reference in this section.





The
        following table sets forth compensation paid to the most highly compensated
        executive officers for the fiscal years ended July 31,
        2006.


**Name
                  / Position**
              **Year**
              
              **Salary**
              
              
              **Bonus**
              
              
              **Stock**
              
              
              **Other**
              
              
              **Total**Jerry
                  GruenbaumChairman
                and CEO
              2006
              
              $
              0
              
              
              $
              0
              
              
              
              0
              
              
              $
              0
              
              
              $
              02005
              
              
              0
              
              
              
              0
              
              
              
              
              
              
              
              0
              
              
              
              0Nathan
                  LapkinSecretary,
                  and Chief Financial Officer
              2006
              
              $
              0
              
              
              $
              0
              
              
              
              0
              
              
              $
              0
              
              
              $
              02005
              
              
              0
              
              
              
              0
              
              
              
              
              
              
              
              
              
              
              
              0





29





**Compensation
      Agreements**





The
      Company has an employment agreement with Jerry Gruenbaum and Nathan Lapkin
      for a
      total of €12,000
      per month
      on a year to year basis starting June 2007.





No
      other
      annual compensation, including a bonus or other form of compensation; and no
      long-term compensation, including restricted stock awards, securities underlying
      options, LTIP payouts, or other form of compensation, were paid to these
      individuals during this period.





**Board
      Compensation**





Members
      of our Board of Directors do not receive cash compensation for their services
      as
      Directors, although some Directors are reimbursed for reasonable expenses
      incurred in attending Board or committee meetings. During the year ended July
      31, 2005, all corporate actions were conducted by unanimous written consent
      of
      the Board of Directors.





**Stock
      Option Plan**





The
      Company has no Stock Option Plan as of this date.





**Warrants**





The
      Company has no Warrants outstanding as of this date.





**Indemnification**





Under
      the
      Company’s Articles of Incorporation and its Bylaws, the Company may indemnify an
      officer or director who is made a party to any proceeding, including a lawsuit,
      because of his position, if he acted in good faith and in a matter he reasonably
      believed to be in the Company’s best interest.  The Company may
      advance expenses incurred in defending a proceeding.  To the extent
      that the officer or director is successful on the merits in a proceeding as
      to
      which he is to be indemnified, the Company must indemnify him against all
      expenses incurred, including attorney’s fees.  With respect to a
      derivative action, indemnity may be made only for expenses actually and
      reasonably incurred in defending the proceeding, and if the officer or director
      is judged liable, only by a court order.  The indemnification is
      intended to be to the fullest extent permitted by the laws of the State of
      Delaware.





Regarding
      indemnification for liabilities arising under the Securities Act of 1933, which
      may be permitted to directors or officers under Delaware law, the Company is
      informed that, in the opinion of the Securities and Exchange Commission,
      indemnification is against public policy, as expressed in the Act and is,
      therefore, unenforceable.








**ITEM
      11.           SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**





The
      following table sets forth as of November 15, 2005, information with respect
      to
      the beneficial ownership of the Company’s Common Stock by (i) each person known
      by the Company to own beneficially 5% or more of such stock, (ii) each Director
      of the Company who owns any Common Stock, and (iii) all Directors and Officers
      as a group, together with their percentage of beneficial holdings of the
      outstanding shares.





The
      information presented below regarding beneficial ownership of our voting
      securities has been presented in accordance with the rules of the Securities
      and
      Exchange Commission and is not necessarily indicative of ownership for any
      other
      purpose.  Under these rules, a person is deemed to be a "beneficial
      owner" of a security if that person has or shares the power to vote or direct
      the voting of the security or the power to dispose or direct the disposition
      of
      the security.  A person is deemed to own beneficially any security as
      to which such person has the right to acquire sole or shared voting or
      investment power within 60 days through the conversion or exercise of any
      convertible security, warrant, option or other right.  More than one
      person may be deemed to be a beneficial owner of the same
      securities.  The percentage of beneficial ownership by any person as
      of a particular date is calculated by dividing the number of shares beneficially
      owned by such person, which includes the number of shares as to which such
      person has the right to acquire voting or investment power within 60 days,
      by
      the sum of the number of shares outstanding as of such date plus the number
      of
      shares as to which such person has the right to acquire voting or investment
      power within 60 days.  Consequently, the denominator used for
      calculating such percentage may be different for each beneficial
      owner.  Except as otherwise indicated below and under applicable
      community property laws, we believe that the beneficial owners of our common
      stock listed below have sole voting and investment power with respect to the
      shares shown.


30





**Security
      Ownership of Beneficial Owners** (1):





**Title
                      of Class**
                  **Name**
                  
                  **Shares**
                  
                  
                  
                  
                  
                  **Percent**
                      (1)Common
                      Stock
                  Fabrice
                      Zambito
                  
                  320,000
                  
                  
                  
                  
                  
                  
                  2.85
                  %Muermans
                    Vast Goed Roermond BV
                  
                  5,000,000
                  
                  
                  
                  
                  
                  
                  44.48
                  %Pinnacle
                      Associates, LLC
                  
                  1,883,410
                  
                  
                  
                  
                  
                  
                  16.76
                  %Grassy
                      Knoll Associates, LLC
                  
                  1,167,934
                  
                  
                  
                  
                  
                  
                  10.39
                  %Amstel
                      Holdings BV Ltd
                  
                  8,371,344
                  
                  
                  
                  
                  
                  
                  74.47
                  %





(1)           Based
      on 11,240,573 common shares outstanding as of July 31, 2007.







**Security
      Ownership of Management**:





**Title
                    of Class**
                **Name**
                
                **Shares**
                
                
                
                
                
                **Percent**
                    (1)Common
                    Stock
                Jerry
                    Gruenbaum
                
                1,883,410
                (2)
                
                
                
                
                
                
                16.76
                %Nathan
                    Lapkin
                
                1,883,410
                (3)
                
                
                
                
                
                
                16.76
                %All
                    Directors and Executive Officers as a group (3 persons)
                
                
                3,766,820
                
                
                
                
                
                
                
                33.51
                %





(1)               Based
      on 11,240,573 common shares outstanding as of July 31, 2007.





(2)
            Jerry
                Gruenbaum owns no shares of the Company directly.  He is
                attributed to owning all of the 1,167,934 shares owned by Grassy
                Knoll
                Associates LLC and the 715,476 shares owned by Amstel Holdings BV
                Ltd,
                which is owned by a related party to
                him.





(3)
            Nathan
                Lapkin owns no shares of the Company directly.  He is attributed
                to owning all of the 895,476 shares owned by Pinnacle Associates
                LLC,
                which is owned by a related party to
                him.





**Changes
      in Control**





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


31




**ITEM
      12.             CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS.**





Our
      management is involved in other business activities and may, in the future
      become involved in other business opportunities.  If a specific
      business opportunity becomes available, such persons may face a conflict in
      selecting between our business and their other business interests.  We
      have not and do not intend in the future to formulate a policy for the
      resolution of such conflicts.





At
      the
      current time, there are no related party transactions.








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





(a)           The
      following documents are filed as part of this report:





1.
            Financial
                statements; see index to financial statement and schedules under
                Item 7
                herein.





2.
            Financial
                statement schedules; see index to financial statements and schedules
                under
                Item 7 herein.





(b)  Exhibits:





**Exhibit
      Number                                 Document
      Description**





3.1
            Certificate
                of Incorporation of C.N.W. Corp. as filed with the Florida Secretary
                of
                State on October 30, 1980, incorporated by reference to the Company’s
                Registration Statement on Form 10SB12G filed with the Securities
                and
                Exchange Commission on August 20,
                1999.





3.2
            Amended
                Certificate of Incorporation of C.N.W. Corp. to change name to C.N.W.
                of
                Orlando, Inc., increased its capitalization from 1,000 common shares
                to
                50,000,000 common shares and changed its par value from $1.00 to
                $0.001 as
                filed with the Florida Secretary of State on July 21, 1998, incorporated
                by reference to the Company’s Registration Statement on Form 10SB12G filed
                with the Securities and Exchange Commission on August 20,
                1999.





3.3
            Amended
                Certificate of Incorporation of C.N.W. of Orlando, Inc. to change
                name to
                GlobalNetCare, Inc. as filed with the Florida Secretary of State
                on
                December 28, 1998, incorporated by reference to the Company’s Registration
                Statement on Form 10SB12G filed with the Securities and Exchange
                Commission on August 20, 1999.





3.4
            Amended
                Certificate of Incorporation of GlobalNetCare, Inc. to change name
                to
                BusinessWay International Corp., and increased its authorized capital
                to
                300,000,000 common shares as filed with the Florida Secretary of
                State on
                January 31, 2001, incorporated by reference to the Company’s Form DEF 14C
                filed with the Securities and Exchange Commission on February 14,
                2001.





3.5
            Amended
                Certificate of Incorporation of BusinessWay International Corp. to
                change
                name to ICBS International Corp. and added restrictions on newly
                issued
                shares as filed with the Florida Secretary of State on September
                29, 2004,
                incorporated by reference to the Company’s Current Report on Form 8-K
                filed with the Securities and Exchange Commission on September 29,
                2004.





3.6
            Amended
                Certificate of Incorporation of ICBS International Corp. to remove
                the
                restrictions on newly issued shares that were added on September
                29, 2005
                as filed with the Florida Secretary of State on February 14, 2005,
                incorporated by reference to the Company’s Current Report on Form 8-K
                filed with the Securities and Exchange Commission on February 14,
                2005





32


3.7
            Certificate
                of Incorporation of Wah King Invest Corp., authorizing 300,000,000
                common
                shares and 1,000,000 blank check preferred shares as filed with the
                Delaware Secretary of Sate on May 2, 2005, incorporated by reference
                to
                Company’s Form DEC 14C filed with the Securities and Exchange Commission
                on May 20, 2005.





3.8
            Articles
                of Merger of ICBS International Corp., a Florida corporation into
                Wah King
                Invest Corp, a Delaware corporation as filed with the Florida Secretary
                of
                State on May 9, 2005, incorporated by reference to Company’s Form DEC 14C
                filed with the Securities and Exchange Commission on May 20,
                2005.





3.9
            Certificate
                of Merger of ICBS International Corp., a Florida corporation into
                Wah King
                Invest Corp, a Delaware corporation as filed with the Delaware Secretary
                of State on May 9, 2005, incorporated by reference to Company’s Form DEC
                14C filed with the Securities and Exchange Commission on May 20,
                2005.




3.10
              Amended
                    Certificate of Incorporation of Wah King Invest Corp. to change name
                    tp Royal Invest International Corp. as filed with the Delaware
                    Secreatry
                    of State on Janmuary 26, 2007, iincorporated by reference to
                    the Company’s
                    Current Report on Form 8-K filed with the Securities and Exchange
                    Commission on June 7, 2007


3.11
            Bylaws
                of BusinessWay International Corp.., incorporated by reference to
                the  Company’s  Annual Report on Form 10-KSB filed
                with the Securities  and Exchange  Commission on
                November 13, 2001.




31.1
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes
                Oxley
                Act.





31.2
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes
                Oxley
                Act.





32.1
            Certification
                of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as
                adopted
                Pursuant to Section 906 of the Sarbanes Oxley Act of
                2002.





32.2
            Certification
                of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as
                adopted
                Pursuant to Section 906 of the Sarbanes Oxley Act of
                2002.





(c)
      Reports on Form 8-K:





The
      Company filed a Form 8-K on December 2, 2005 relating to the sale of Puritan
      Securities, Inc. to Blue Ribbon Internationa, Inc. now known as Puritan
      Financial Group, Inc.





The
      Company filed a Form 8-K on July 10, 2006 relating to the signnig of an
      Acquisition Agreement with United Real Estate Holdings GmbH.







33




**ITEM
      14.                      PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**





The
      following table sets forth fees billed to us by our auditors during the fiscal
      years ended July 31, 2005 for: (i) services rendered for the audit of our annual
      financial statements and the review of our quarterly financial statements,
      (ii)
      services by our auditor that are reasonably related to the performance of the
      audit or review of our financial statements and that are not reported as Audit
      Fees, (iii) services rendered in connection with tax compliance, tax advice
      and
      tax planning, and (iv) all other fees for services rendered.





(i)
      Audit
      Fees





FIRM
            
            FISCAL
                YEAR ENDED JULY 31, 2006Meyler
                & Company, LLC
            
            $20,000





(ii)
      Audit Related Fees





None





(iii)
      Tax
      Fees





None





(iv)
      All
      Other Fees





None





**TOTAL
      FEES**





FIRM
            
            FISCAL
                YEAR ENDED JULY 31, 2006Meyler
                & Company, LLC
            
            $20,000





(1)
            Based
                on latest information available on July 17, 2007, the date this report
                was
                filed. Final numbers may end up
                higher.





AUDITFEES.
            Consists
                of fees billed for professional services rendered for the audit of
                our
                consolidated financial statements and review of the interim consolidated
                financial statements included in quarterly reports and services that
                are
                normally provided in connection with statutory and regulatory filings
                or
                engagements.





AUDIT-RELATED
                FEES.
            Consists
                of fees billed for assurance and related services that are reasonably
                related to the performance of the audit or review of our consolidated
                financial statements and are not reported under “Audit
                Fees.”  There were no Audit-Related services provided in fiscal
                year ended July 31, 2006.





TAX
                FEES.
            Consists
                of fees billed for professional services for tax compliance, tax
                advice
                and tax planning.





ALL
                OTHER FEES.
            Consists
                of fees for products and services other than the services reported
                above.





34


**POLICY
      ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES
      OF
      INDEPENDENT AUDITORS**





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








**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, there unto duly
      authorized.





**ROYAL
      INVEST INTERNATIONAL CORP.**


(Registrant)








Date:
      July 31,
      2007                                                                                                      
      By:/s/ JERRY
      GRUENBAUM


Jerry Gruenbaum


Chief Executive Officer and


Chairman of the Board





Date:
      July 31,
      2007                                                                                                       
     By:/s/ NATHAN
      LAPKIN


Nathan Lapkin


President and Chief Financial Officer


and Director








In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.








**SIGNATURE**
            
            **NAME**
            
            **TITLE**
            
            **DATE**/s/Jerry
                Gruenbaum
            
            Jerry
                Gruenbaum
            
            CEO
                & Chairman
            
            July 31,
                2007of
                the Board/s/Nathan
                Lapkin
            
            Nathan
                Lapkin
            
            President,
                CFO,
            
            July 31,
                2007&
                Director





35