Attached files
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| EX-32 - 906 CFO CERTIFICATION - ROYAL INVEST INTERNATIONAL CORP. | f10qa110_x321-riic.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
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THE SECURITIES EXCHANGE ACT OF 1934
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For the quarter year ended March 31, 2010
Commission file number 000-27097
 ROYAL INVEST INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
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Delaware
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98-0215778
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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980 Post Road East, 2nd Floor
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Westport, Connecticut, USA
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06880
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number including area code (203) 222-9333
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or small reporting company. See the definition of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | Non-accelerated filer | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No x
As of June 15, 2009, there were 150,208,861 shares of common stock of the registrant issued and outstanding.
1
Exhibit No. Document Description
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3.1
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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.
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3.2
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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.
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3.3
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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.
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3.4
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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.
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3.5
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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.
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3.6
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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
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3.7
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Certificate of Incorporation of Wah King Invest Corp., authorizing 300,000,000 common shares and 1,000,000 blank check preferred shares as filed with the Delaware Secretary of Sate on May 2, 2005, incorporated by reference to the Registrant's Form DEC 14C, as filed with the Securities and Exchange Commission on May 20, 2005.
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3.8
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Articles of Merger of ICBS International Corp., a Florida corporation into Wah King Invest Corp, a Delaware corporation as filed with the Florida Secretary of State on May 9, 2005, incorporated by reference to the Registrant's Form DEC 14C, as filed with the Securities and Exchange Commission on May 20, 2005.
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3.9
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Certificate of Merger of ICBS International Corp., a Florida corporation into Wah King Invest Corp, a Delaware corporation as filed with the Delaware Secretary of State on May 9, 2005, incorporated by reference to the Registrant's Form DEC 14C, as filed with the Securities and Exchange Commission on May 20, 2005.
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3.10
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Amended Certificate of Incorporation of Wah King Invest Corp. to change name tp Royal Invest International Corp. as filed with the Delaware Secreatry of State on Janmuary 26, 2007, iincorporated by reference to the Registrant's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 7, 2007
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10.1
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Agreement to purchase Vastgoed Beleggings Mij. Bunnik I B.V., dated December 18, 2007, incorporated by reference to the Registrant's Curent Report on Form 8-K, as filed with the Securities and Exchange Commission on January 14, 2008.
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10.2
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Transfer of Royal Invest Germany Properties 1 B.V.,by Royal Invest Europe B.V. to Vastgoed Beleggings Mij. Bunnik I B.V. dated December 18, 2007, incorporated by reference to the Registrant's Curent Report on Form 8-K, as filed with the Securities and Exchange Commission on January 14, 2008.
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2
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10.3
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Bank of Scotland Term Sheet € 100.000.000 dated November 23, 2007, incorporated by reference to the Registrant's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November 23, 2007.
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10.4
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Contract for Sloterweg 22 in Badhoevedorp, The Netherlands incorporated by refernce to the Registrant's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 12, 2007.
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10.5
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Deed of Transfer for Sloterweg 22 in Badhoevedorp, The Netherlands dated December 27, 2007, incorporated by reference to the Registrant's Curent Report on Form 8-K, as filed with the Securities and Exchange Commission on January 14, 2008.
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10.6
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Contract for MTMN BV et al dated May 25, 2007, incorporated by reference to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 25, 2007.
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10.7
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Deed of Transfer for MTMN BV et al dated December 27, 2007, incorporated by reference to the Registrant's Curent Report on Form 8-K, as filed with the Securities and Exchange Commission on January 14, 2008.
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10.8
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Contract for Schepersmaat 4, 9405 TA Assen , The Netherlands, incorporated by reference to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 12, 2007.
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10.9
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Management Agreement with Statenconsult B.V. dated May 25, 2007 for the services of David Havenaar as Managing Director of the Registrant's subsidiary Royal Invest Europe B.V. incorporated by reference to the Registrant's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on August 13, 2007. |
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10.10
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Legal Service Agreement with Sec Attorneys, LLC dated May 25, 2007 incorporated by reference to the Registrant's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on August 13, 2008.
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10.11
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Deed of Transfer for Schepersmaat 4, 9405 TA Assen , The Netherlands dated December 27, 2007, incorporated by reference to the Registrant's Curent Report on Form 8-K, as filed with the Securities and Exchange Commission on January 14, 2008.
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10.12
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Contract for Alfang B.V. dated July 25, 2007, incorporated by reference to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on August 15, 2007.
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10.13
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Deed of Sale for Alfang B.V. dated December 27, 2007, incorporated by reference to the Registrant's Curent Report on Form 8-K, as filed with the Securities and Exchange Commission on January 14, 2008.
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10.14
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Deed of Sale and Transfer of AmogB B.V. dated December 27, 2007, incorporated by reference to the Registrant's Curent Report on Form 8-K, as filed with the Securities and Exchange Commission on January 14, 2008.
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10.15
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Convertible 8% Note with Muermans Vast Goed Roermond B.V for €3.500.000 dated December 21, 2007, incorporated by reference to the Registrant's Curent Report on Form 8-K, as filed with the Securities and Exchange Commission on January 14, 2008.
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10.16
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€100.000.000 Term Loan Agreement with Bank of Scotland dated December 21, 2007, incorporated by reference to the Registrant's Curent Report on Form 8-K, as filed with the Securities and Exchange Commission on January 14, 2008.
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10.17
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Convertible 8% Note with ECM Hoff Holding B.V. for €1.091.257 dated December 21, 2007, incorporated by reference to the Registrant's Curent Report on Form 8-K, as filed with the Securities and Exchange Commission on January 14, 2008.
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10.18
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Mortgage Deed with Bank of Scotland dated December 27, 2007, incorporated by reference to the Registrant's Curent Report on Form 8-K, as filed with the Securities and Exchange Commission on January 14, 2008.
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10.19
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Mortgage Deed with Bank of Scotland for Alfong B.V. dated December 27, 2007, incorporated by reference to the Registrant's Curent Report on Form 8-K, as filed with the Securities and Exchange Commission on January 14, 2008.
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10.20
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Mortgage Deed with Bank of Scotland for AmogB B.V. dated December 27, 2007, incorporated by reference to the Registrant's Curent Report on Form 8-K, as filed with the Securities and Exchange Commission on January 14, 2008.
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21.1
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Subsidiaries of the Company, incorporated by reference to the Registrant's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 15, 2010.
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31.1
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Certification of CEO pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended, incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 24, 2010.
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31.2
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Certification of CFO pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended, incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 24, 2010.
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32.1
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Certification of CEO Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002, incorporated by reference to the Registrant's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 24, 2010.
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32.2
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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.
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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: May 24, 2010 | By: /s/ JERRY GRUENBAUM | |
| Jerry Gruenbaum | ||
| Chief Executive Officer and | ||
| Date: May 24, 2010 | 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.
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SIGNATURE
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NAME
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TITLE
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DATE
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/s/Jerry Gruenbaum
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Jerry Gruenbaum
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CEO & Chairman
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May 24, 2010
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of the Board
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/s/Nathan Lapkin
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Nathan Lapkin
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President, CFO,
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May 24, 2010
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& Director
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