SELLING SHAREHOLDERS
An aggregate of 9,745,556 shares of common stock are being registered in this
offering for the account of the selling shareholders. Subject to certain
restrictions discussed below, the shares of common stock being registered for
the account of the selling shareholders may be sold by the selling shareholders
or their transferees commencing on the third business day after the Registration
Statement has been declared effective. Sales of such shares of common stock by
the selling shareholders or their transferees may depress the price of the
common stock in any market that may develop for the common stock.
The following table sets forth certain information with respect to persons for
whom we are registering such shares of common stock for resale to the public. We
will not receive any of the proceeds from the sale of such shares of common
stock. None of the selling shareholders has had any position, office or material
relationship with the Company. The shares of common stock being registered for
the account of the selling shareholders are not being sold by the Company. None
of the selling shareholders has any plan, arrangement, understanding, agreement,
commitment or intention with us to sell their securities.
The selling stockholders may offer and sell, from time to time, any or all of
the common stock issued. Because the selling stockholders may offer all or only
some portion of the 9,745,556 shares of common stock to be registered, no
estimate can be given as to the amount or percentage of these shares of common
stock that will be held by the selling stockholders upon termination of the
offering.
The following table sets forth certain information regarding the beneficial
ownership of shares of common stock by the selling stockholders as of March 9,
2007, and the number of shares of common stock covered by this prospectus.
Other than the relationships described below, none of the selling stockholders
had or has any material relationship with us. None of the selling stockholders
is a broker-dealer or an affiliate of a broker-dealer to our knowledge.
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Number of Shares
Name of Selling Owned by Selling
Stockholder and Stockholder
Position, Office After Offering
or material Common Shares Total Shares to and Percent of
Relationship Owned by the be Registered Total Issued and
with Royal Selling Pursuant to this Outstanding # of
Spring Water Stockholder (2) Offering Shares (1) % of Class
Al Sapienza 1,489,428 1,489,428 0 0
Jay Ayeroff 290,000 290,000 0 0
Irit Freiman 1,489,428 1,489,428 0 0
Vartan 1,400,000 1,400,000 0 0
Youssefian
Kay Armstrong 800,000 800,000 0 0
Zas Investments 1,498,000 1,498,000 0 0
(3)
Maxwell Network 906,700 906,700 0 0
Group (4)
Itamar Cohen 1,400,000 1,400,000 0 0
Mira Anidjar 400,000 400,000 0 0
Frank T. 3,000 3,000 0 0
Salefski, Jr.
Michael B. 3,000 3,000 0 0
Rogich
David S. 3,000 3,000 0 0
Goldberg
Harry Aiken 3,000 3,000 0 0
Lon Overton 3,000 3,000 0 0
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Number of Shares
Name of Selling Owned by Selling
Stockholder and Stockholder
Position, Office After Offering
or material Common Shares Total Shares to and Percent of
Relationship Owned by the be Registered Total Issued and
with Royal Selling Pursuant to this Outstanding # of
Spring Water Stockholder (2) Offering Shares (1) % of Class
David 3,000 3,000 0 0
Yurkovitchk
Elizabeth E. 3,000 3,000 0 0
Tisdale
Christina Pak 3,000 3,000 0 0
Harry Jack Mier 3,000 3,000 0 0
Robert M. 3,000 3,000 0 0
Douglas
Edgar C. 3,000 3,000 0 0
Knieriem
William 3,000 3,000 0 0
Melchoire
Ann F. Hagerty 3,000 3,000 0 0
Edward Kupniki 3,000 3,000 0 0
Juan Jose Flores 3,000 3,000 0 0
Young Kwon 3,000 3,000 0 0
Andrew Amereihn 3,000 3,000 0 0
Dr. Cynthia 3,000 3,000 0 0
Littlejohn
Rick Beaudrie 3,000 3,000 0 0
Vivian Carol 3,000 3,000 0 0
McLaughlin
Paul Kustes 3,000 3,000 0 0
Mona T. Ali Yafi 3,000 3,000 0 0
Susan R. 3,000 3,000 0 0
Beaudrie
Heather A. West 3,000 3,000 0 0
Total 9,745,556 9,745,556 (5)
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(1) Assumes all of the shares of common stock offered are
sold. Based on 30,072,000 shares of common stock issued
and outstanding on March 9, 2007.
(2) Beneficial ownership is determined in accordance with
SEC rules and generally includes voting or investment
power with respect to securities.
(3) Zas Investments is controlled by Howard Allwiel
(4) Maxwell Network Group is controlled by Itamar Cohen
(5) All of the selling shareholders received their shares from Easy.com, Inc. on
September 2, 2004. None of the selling shareholders have held any position as
an officer, director during the past three years with the Company and there
are no other material relationships that the selling shareholders have had
during the past three years with the Company.
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