PLACE caramels in saucepan. Add water; cook on low heat until caramels are completely melted, stirring occasionally.
TOSS popcorn with graham pieces and sprinkles in large bowl. Drizzle with caramel mixture; toss to coat. Cool slightly.
SHAPE popcorn mixture evenly into 12 balls. Cool completely. Wrap in colored plastic wrap; tie closed with ribbon. Store at room temperature up to 1 week.