<HTML>

<head>
<TITLE>file:///c:/FrontPage Web/Royal Finance/royas8.html</TITLE>
</head>

<body>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%" colspan="2"><p align="center" style="text-align:center"><font size="5"><b>UNITED
    STATES</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><font size="4"><b>&nbsp;&nbsp; </b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p class="MsoNormal" align="center" style="text-align:center"><font
    size="5"><b>SECURITIES AND EXCHANGE COMMISSION</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p class="MsoNormal" align="center" style="text-align:center"><font
    size="5">&nbsp;&nbsp;&nbsp;&nbsp; </font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p align="center"><font size="5"><b>Washington, DC 20549</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><h2 align="center"><font size="3">REGISTRATION STATEMENT</font></h2>
    </td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><h2 align="center"><font size="3">ON FORM S-8</font></h2>
    </td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><h2 align="center"><font size="3">UNDER THE SECURITIES ACT OF
    1933</font></h2>
    </td>
  </tr>
  <tr>
    <td width="100%" colspan="2">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p align="center"><strong><u>Royal Finance, Inc.</u></strong></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p align="center"><font size="2">(Exact name of Registrant as
    specified in its charter)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="50%">&nbsp; </td>
    <td width="50%"></td>
  </tr>
  <tr>
    <td width="50%"><p align="center"><u>Florida</u></td>
    <td width="50%"><p align="center"><u>65-0873448</u></td>
  </tr>
  <tr>
    <td width="50%"><p align="center"><font size="2">(State of Incorporation)</font></td>
    <td width="50%"><p align="center"><font size="2">(IRS Employer Identification Number)</font></td>
  </tr>
  <tr>
    <td width="50%">&nbsp;&nbsp; </td>
    <td width="50%"></td>
  </tr>
  <tr>
    <td width="50%" align="center"><u>1481 South Military Trail, Suite 14, West Palm Beach, FL</u></td>
    <td width="50%"><p align="center"><u>33415</u></td>
  </tr>
  <tr>
    <td width="50%" align="center"><p align="center"><font size="2">(Address of Principal
    Executive Offices</font></td>
    <td width="50%"><p align="center"><font size="2">(Zip Code)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center"><u>561-649-3901</u></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center"><font size="2">(Issuer's Telephone Number)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p align="center"><u>Approximate Date of Commencement of
    Proposed Sales under the Plan:</u></td>
  </tr>
  <tr>
    <td width="100%" colspan="2"><p class="MsoNormal" align="center" style="text-align:center"><font
    size="2">As soon as practicable after this Registration Statement becomes effective</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center">Total Number of Pages: 23</td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center">Exhibit Index begins on sequentially numbered
    page: 4</td>
  </tr>
</TABLE>

<p align="center">CALCULATION OF REGISTRATION FEE</p>

<table border="0" width="100%" cellspacing="0" height="100">
  <tr>
    <td width="20%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="20"><font
    size="2">Title of Securities to be Registered</font></td>
    <td width="14%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="20"><font
    size="2">Amount to be Registered</font></td>
    <td width="25%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="20"><font
    size="2">Proposed Maximum Offering Price per Share</font></td>
    <td width="25%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="20"><font
    size="2">Proposed Maximum Aggregate Offering Price</font></td>
    <td width="16%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"
    height="20"><font size="2">Amount of Registration Fee</font></td>
  </tr>
  <tr>
    <td width="20%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="20"><font size="2">Common Stock par value $.01</font></td>
    <td width="14%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="20"><font size="2">126,000</font><font size="1">(1)</font></td>
    <td width="25%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="20"><font size="2">$2.35</font><font size="1">(2)</font></td>
    <td width="25%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="20"><font size="2">$186,100</font></td>
    <td width="16%" align="center" style="border: 1px solid rgb(0,0,0)" height="20"><font
    size="2">$47.00</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="5" height="8"><font size="1">(1) The amount being registered
    includes an indeterminate number of shares of Common Stock, which may be issuable as a
    result of stock splits, stock dividends and anti-dilution provisions and other terms, in
    accordance with Rule 416(a) under the Securities Act of 1933, as amended.</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="5" height="44"><font size="1">(2) Estimated solely for the
    purpose of calculating the registration fee. Such estimate has been computed in accordance
    with Rule 457(h)(1) based upon the option exercise price of $1.00 per share for 50,000
    shares and&nbsp; $1.50 per share for 50,000 shares underlying options granted to a key
    employee, and the average of the bid and asked price of $2.35 per share on April 10, 2001
    for 26,000 shares issued to officers, directors and employees. The option shares being
    registered hereunder are being issued pursuant to the Registrant&#146;s 2001 Employee
    Stock Option Plan (the &#147;Plan&#148;), which provides for the issuance of up to 1
    million shares, of which 100,000 shares are included in this Registration Statement. In
    addition, this Registration Statement provides for the registration of 26,000 shares for
    services provided to the Company.</font></td>
  </tr>
</TABLE>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p align="center"><strong>PART I</strong></p>

<p align="center">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>

<p style="text-align: justify">Item 1. Plan Information</p>

<p style="text-align: justify">The Registrant, Royal Finance, Inc.(the
&quot;Registrant&quot;) , was organized under the laws of the State of Florida in April
1998 under the name NetGen2000, Inc., which name was changed to GoNetgen.com, Inc. in
2000. The Registrant entered into an agreement and plan a merger effective as of October
28, 2000, pursuant to which Royal Finance, Inc., a Florida corporation, was merged with
and into GoNetgen.com, Inc. and the Registrant changed its name from GoNetgen.com, Inc.,
as the surviving corporation, changed its name to Royal Finance, Inc. in connection with
the merger.</p>

<p style="text-align: justify">The Registrant has agreements with certain officers,
directors, employees which provide with respect to the issuance of shares of the
Registrant's common stock for services to the Registrant and for the grant of options
under the Registrant's 2001 Stock Option Plan. In consideration for increasing the scope
of the continuing services rendered and to be rendered to the Registrant until such time
as the Registrant shall generate sufficient cash flow from operations, if ever, in order
to compensate its officers, directors, and employees, the Registrant has prepared this
Form S-8 registration statement to provide for the issuance of shares including shares
underlying options, as described below: </p>

<p style="text-align: justify">Jennifer Hanson, an employee of the Registrant, and its
senior mortgage-loan officer, was granted options exercisable to purchase fifty thousand
shares Option Shares at an exercise price of $1.00 and fifty thousand shares at an
exercise price of $1.50;</p>

<p style="text-align: justify">Martin P. Bolodian, Registrant's President and a director,
was issued four thousand shares&nbsp; in consideration for continuing services to
Registrant in such capacities, full-time, without any cash compensation. Mr. Bolodian also
has an employment agreement with the Registrant executed in 2000, which provides for the
grant of options to purchase fifty thousand shares, none of which underlying shares are
being registered hereunder;</p>

<p style="text-align: justify">Eric E. Anderson, Registrant's Vice President and a
director, was issued four thousand shares&nbsp; in consideration for continuing services
full-time, without cash compensation. Mr. Anderson also has an employment agreement
executed in 2000, which provides for the grant of options to purchase fifty thousand
shares, none of which underlying shares are being registered hereunder;</p>

<p style="text-align: justify">Douglas Meyers, Registrant's CEO and chairman of the board
of directors, was issued four thousand shares in consideration for continuing to serve
full-time, without cash compensation. Mr. Meyers has an employment agreement executed in
2000, which provides for the grant of options to purchase fifty thousand shares, none of
which underlying shares are being registered hereunder;</p>

<p style="text-align: justify">Lisa Wilde, Registrant's Secretary and a director, was
issued four thousand shares in consideration for continuing to serve&nbsp; full-time,
without cash compensation. Ms. Wilde has an employment agreement executed in 2000, which
provides for the grant of options to purchase fifty thousand shares, none of which
underlying shares are being registered hereunder; </p>

<p style="text-align: justify">Sherry A. Muller, an employee of the Registrant, was issued
four thousand shares in consideration for services. Ms. Muller has an employment agreement
executed in 2000, which provides for the grant of&nbsp; options to purchase fifty thousand
shares, none of which underlying shares are being registered hereunder; </p>

<p style="text-align: justify">Leon Wilde, Registrant's CFO and a director, was two
thousand shares in consideration for his continuing to serve the Company in such
capacities, without cash compensation. Mr. Wilde has an agreement executed in 2000, which
provides for the grant of 50,000 options to purchase fifty thousand shares, none of which
underlying shares are being registered hereunder.</p>

<p style="text-align: justify">&nbsp;</p>

<p align="center"><strong>PART II</strong></p>

<p align="center">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>

<p>ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.</p>

<p>By this reference, the following documents filed by Royal Finance, Inc. (the
&quot;Registrant&quot;) with the Securities and Exchange Commission (the
&quot;Commission&quot;) are incorporated into and made a part of this Registration
Statement:</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="3%" align="center"><font size="2">1.</font></td>
    <td width="97%"><font size="2">The Registrant's Quarterly Report on Form 10-QSB for the
    quarter ended September 30, 2000, as filed with the Commission on November 17, 2000.</font></td>
  </tr>
  <tr>
    <td width="3%" align="center"><font size="2">2.</font></td>
    <td width="97%"><font size="2">The Registrant's Quarterly Report on Form 10-QSB for the
    quarters ended September 30, 2000, June 30, 2000, and March 31, 2000 as filed with the
    Commission.</font></td>
  </tr>
  <tr>
    <td width="3%" align="center"><font size="2">3.</font></td>
    <td width="97%"><font size="2">The Registrant's Annual Reports on Form 10-KSB for the
    fiscal years ended December 31, 2000 and 1999, as filed with the Commission. </font></td>
  </tr>
  <tr>
    <td width="3%" align="center"><font size="2">4.</font></td>
    <td width="97%"><font size="2">The description of the Registrant's Common Stock set forth
    on pages 17 and 18 of Item 8, Part I of the Registrant's Registration Statement on Form
    10-SB/12g/A filed with the Commission on August 10, 1999. </font></td>
  </tr>
</TABLE>

<p style="text-indent: .5in; text-align: justify">All documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the &quot;Exchange Act&quot;), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.</p>

<p style="text-align:justify">ITEM 4. DESCRIPTION OF SECURITIES.</p>

<p style="text-align:justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Registrant's Common Stock is registered under Section 12(g) of the Exchange Act.</p>

<p style="text-align:justify">ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL</p>

<p style="text-align:justify">The validity of the shares of Common Stock issuable by the
Registrant under its Plan will be passed upon for the Registrant by Thomas J. Craft, Jr.,
P.A., West Palm Beach, Florida. Thomas J. Craft, Jr., P.A. does not own any shares of the
Registrant's outstanding Common Stock. However, Mr. Craft is a principal officer, director
and shareholder of CR Capital Services, Inc., a Florida corporation, which entity was
issued shares for services to the Registrant prior to the date of this Registration
Statement. The fair market value of the shares which may be deemed beneficially owned by
Mr. Craft through CR Capital Services Inc. is less than $50,000 under Item 509 of
Regulation S-K promulgated under the Act.</p>

<p style="text-align:justify">ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS</p>

<p style="text-align:justify">The Florida Business Corporation Act, as amended (the
&quot;Florida Act&quot;), provides that, in general, a business corporation may indemnify
any person who is or was a party to any proceeding (other than an action by, or in the
right of, the corporation) by reason of the fact that he or she is or was a director or
officer of the corporation, against liability incurred in connection with such proceeding,
including any appeal thereof, provided certain standards are met, including that such
officer or director acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation, and provided further
that, with respect to any criminal action or proceeding, the officer or director had no
reasonable cause to believe his or her conduct was unlawful. In the case of proceedings by
or in the right of the corporation, the Florida Act provides that, in general, a
corporation may indemnify any person who was or is a party to any such proceeding by
reason of the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred in
connection with the defense or settlement of such proceeding, including any appeal
thereof, provided that such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made in respect of any claim as to which such
person is adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To the extent
that any officers or directors are successful on the merits or otherwise in the defense of
any of the proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and reasonably
incurred in connection therewith. However, the Florida Act further provides that, in
general, indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes that his or
her actions, or omissions to act, were material to the cause of action so adjudicated and
constitute: (i) a violation of the criminal law, unless the director or officer had
reasonable cause to believe his or her conduct was lawful or had no reasonable cause to
believe it was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the Florida Act
or the corporation's articles of incorporation; or (iv) willful misconduct or a conscious
disregard for the best interests of the corporation in a proceeding by or in the right of
the corporation to procure a judgment in its favor or in a proceeding by or in the right
of a shareholder.</p>

<p style="text-align:justify">The Registrant's By-Laws include the following provisions:</p>

<p style="text-align:center">Article IX. Corporate Indemnification Plan</p>

<p style="text-align:justify">The Company shall indemnify any person:</p>

<p style="text-align:justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (1) Who was or is
a party, or is threatened to be made a party, to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by, or in the right of, the above named corporation) by reason of
the fact that he is or was a director, officer, employee, or agent of the above named
corporation or is or was serving at the request of the above named corporation as a
director, officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against such costs and expenses, and to the extent and in the
manner provided under Florida Law.</p>

<p style="text-align:justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (2) Who was or is
a party, or is threatened to be made a party, to any threatened, pending, or completed
action or suit by or in the right of the above named corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee, or agent
of the above named corporation or is or was serving at the request of the above named
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against such costs and expenses,
and to the extent and in the manner provided under Florida Law.</p>

<p style="text-align:justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The extent,
amount, and eligibility for the indemnification provided herein will be made by the Board
of Directors. Said determinations will be made by a majority vote to a quorum consisting
of directors who were not parties to such action, suit, or proceeding or by the
shareholders by a majority vote of a quorum consisting of shareholders who were not
parties to such action, suit, or proceeding.</p>

<p style="text-align:justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company will
have the power to make further indemnification as provided under Florida Law except to
indemnify any person against gross negligence or willful misconduct.</p>

<p style="text-align:justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company is
further authorized to purchase and maintain insurance for indemnification of any person at
provided herein and to the extent provided under Florida Law.</p>

<p style="text-align:justify">&nbsp;&nbsp;&nbsp;&nbsp; Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the
Company undertakes, unless in the opinion of its counsel the matter has been settled by
controlling precedent, to submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and
agrees to be governed by the final adjudication of such issue.</p>

<p>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED</p>

<p>Not applicable.</p>

<p>ITEM 8. EXHIBITS</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="7%"><font size="2">Exhibit No.</font></td>
    <td width="93%"><font size="2">Description of Exhibits</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="2">4.1</font></td>
    <td width="93%"><font size="2">Royal Finance, Inc., Employee Stock Option Plan 2001
    incorporated by reference and included in the Company&#146;s Registration Statement on
    Form S-8 filed on March 7, 2001.</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="2">4.2(2)</font></td>
    <td width="93%"><font size="2">Articles of Incorporation of the Company incorporated by
    reference and included in the Company&#146;s Registration Statement on Form 10-SB/12g
    filed on June 9, 1999.</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="2">4.2(3)</font></td>
    <td width="93%"><font size="2">By-Laws of the Company incorporated by reference and
    included in the Company&#146;s Registration Statement on Form 10-SB/12g filed on June 9,
    1999.</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="2">5</font></td>
    <td width="93%"><font size="2">Opinion of Thomas J. Craft, Jr., P.A., regarding legality
    of the securities filed herewith.</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="2">23.1</font></td>
    <td width="93%"><font size="2">Consent of Thomas J. Craft, Jr., P.A., contained in Exhibit
    5 filed herewith.</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="2">23.2</font></td>
    <td width="93%"><font size="2">Consent of Mark Escoffery, P.A., Public Independent
    Accountant.</font></td>
  </tr>
</TABLE>

<p style="text-align:justify">ITEM 9. UNDERTAKINGS</p>

<p style="text-align:justify">(a) The undersigned registrant hereby undertakes:</p>

<p style="text-align:justify">(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:</p>

<p style="text-align:justify;text-indent:.5in">(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;</p>

<p style="text-align:justify;text-indent:.5in">(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration statement;
and</p>

<p style="text-align:justify;text-indent:.5in">(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.</p>

<p style="text-align:justify">(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.</p>

<p style="text-align:justify">(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of
the offering.</p>

<p style="text-align:justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) The
undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.</p>

<p style="text-align:justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person against the registrant in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such
issue.</p>

<p>&nbsp;</p>

<p align="center" style="text-align:center">SIGNATURES</p>

<p style="text-align:justify;text-indent:.5in">THE REGISTRANT. Pursuant to the
requirements of the Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of West Palm Beach, State of Florida,
on this April 10, 2001.</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%">Royal Finance, Inc.</td>
  </tr>
  <tr>
    <td width="100%"><p style="text-align:justify">(Registrant)</td>
  </tr>
  <tr>
    <td width="100%"></td>
  </tr>
  <tr>
    <td width="100%">/s/ Martin P. Bolodian</td>
  </tr>
  <tr>
    <td width="100%">Martin P. Bolodian, President</td>
  </tr>
</TABLE>

<p align="center" style="text-align:center">&nbsp;</p>

<p>Exhibit 5</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%"><p align="center"><font size="2"><b>Thomas J. Craft, Jr., P.A.</b></font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">301 Clematis Street, Suite 3000</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">The Galleria Building</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">West Palm Beach, FL 33401</font></td>
  </tr>
  <tr>
    <td width="100%" align="center">Phone: (561) 651-7336 Fax: (561) 655-3202</td>
  </tr>
</TABLE>

<p align="center" style="text-align:center">&nbsp;</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%"><p align="right"><font size="2">April 11, 2001</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="center"><font size="2">U.S. Securities and Exchange Commission</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="center"><font size="2">Washington, DC 20549</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="center"><font size="2">450 Fifth Street, NW</font></td>
  </tr>
</TABLE>

<p align="center" style="text-align:center">&nbsp;</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="24%"><p align="right"><font size="2">Re: </font></td>
    <td width="76%"><font size="2">Royal Finance Inc.</font></td>
  </tr>
  <tr>
    <td width="24%"></td>
    <td width="76%"><font size="2">Commission File No. 0-26307</font></td>
  </tr>
  <tr>
    <td width="24%"></td>
    <td width="76%"><font size="2">Registration Statement on Form S-8</font></td>
  </tr>
</TABLE>

<p><font face="Times New Roman" size="3">Gentlemen:</font></p>

<p style="text-align:justify"><font face="Times New Roman" size="3">I have been requested
by Royal Finance Inc. (the &quot;Registrant&quot;) to furnish an opinion as to matters
hereinafter set forth in connection with this registration statement on Form S-8 under the
Securities Act of 1933, as amended (the &quot;Act&quot;), covering a total of 126,000
shares of common stock, 100,000 of which shares are being issued in connection with the
Company&#146;s 2001 Employment Stock Option Plan and 26,000 shares of which are being
issued to employees for services to the Registrant.</font></p>

<p style="text-align:justify"><font face="Times New Roman" size="3">In connection with
this opinion, I have reviewed the filings of the Registrant incorporated by reference in
this registration statement, and have determined that the Registrant is current in its
reporting requirements under the Securities Exchange Act of 1934. I have also reviewed the
minutes of the board of directors&#146; special meetings dated March 1, 2001, March 15,
2001 and April 10, 2001, which authorize and direct the preparation and filing of this
registration statement. I have further determined that the shares have been legally
issued, fully paid and non-assessable. Further, the Registrant has duly authorized the
issuance of the shares and the filing of this registration statement on Form S-8 under the
Act.</font></p>

<p><font face="Times New Roman" size="3">I hereby consent to the inclusion of this opinion
in the registration statement on Form S-8 being duly filed with the Securities and
Exchange Commission.</font></p>

<p><font face="Times New Roman" size="3">Very truly yours,</font></p>

<p><font face="Times New Roman" size="3">Thomas J. Craft, Jr., P.A.</font></p>

<p><font face="Times New Roman" size="3"><u>/s/ Thomas J. Craft, Jr., P.A. </u></font></p>

<p>&nbsp;</p>

<p align="center" style="text-align:center"><font face="Times New Roman" size="3"><b
style="mso-bidi-font-weight:normal">EXHIBIT 23.1</b></font></p>

<p align="center" style="text-align:center"><font size="2">(Contained in Opinion-Exhibit)</font></p>

<p align="center" style="text-align:center"><font size="2"><b>EXHIBIT 23.2</b></font></p>

<p style="text-align:justify">&nbsp;</p>

<p style="text-align:justify"><font size="2">CONSENT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS</font></p>

<p style="text-align:justify"><font size="2">I previously issued my report, accompanying
the financial statements of the Registrant for the year ended December 31, 2000, dated
March 27,&nbsp; 2001, filed with the Registrant&#146;s Form 10-KSB. I hereby consent to
the incorporation by reference of said report in the Registration Statement on Form S-8
filed with the SEC by the Registrant. </font></p>

<p style="text-align:justify"><font size="2">MARK ESCOFFERY, P.A.</font></p>

<p style="text-align:justify"><font size="2">/s/ Mark Escoffery</font></p>

<p style="text-align:justify"><font size="2">Palm Beach Gardens, Florida</font></p>

<p style="text-align:justify"><font size="2">April 10, 2001</font></p>
</body>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "royas8.htm", "secsgml_size_bytes": 33689}]
{"company-data": {"conformed-name": "ROYAL FINANCE INC", "cik": "0001084883", "assigned-sic": "7389", "irs-number": "650873448", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58748", "film-number": "1600885"}, "business-address": {"street1": "1481 S. MILLING TRAIL", "street2": "SUITE 14", "city": "WEST PALM BEACH", "state": "FL", "zip": "33415", "phone": "5616493901"}, "mail-address": {"street1": "1481 S. MILLING TRAIL", "street2": "SUITE 14", "city": "WEST PALM BEACH", "state": "FL", "zip": "33415"}, "former-company": [{"former-conformed-name": "GONETGEN COM INC", "date-changed": "20000711"}, {"former-conformed-name": "NETGEN 2000 INC", "date-changed": "19990602"}]}
file:///c:/FrontPage Web/Royal Finance/royas8.html
UNITED
    STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF
    1933
Royal Finance, Inc.
(Exact name of Registrant as
    specified in its charter)
Florida
65-0873448
(State of Incorporation)
(IRS Employer Identification Number)
1481 South Military Trail, Suite 14, West Palm Beach, FL
33415
(Address of Principal
    Executive Offices
(Zip Code)
561-649-3901
(Issuer's Telephone Number)
Approximate Date of Commencement of
    Proposed Sales under the Plan:
As soon as practicable after this Registration Statement becomes effective
Total Number of Pages: 23
Exhibit Index begins on sequentially numbered
    page: 4
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock par value $.01
126,000
(1)
$2.35
(2)
$186,100
$47.00
(1) The amount being registered
    includes an indeterminate number of shares of Common Stock, which may be issuable as a
    result of stock splits, stock dividends and anti-dilution provisions and other terms, in
    accordance with Rule 416(a) under the Securities Act of 1933, as amended.
(2) Estimated solely for the
    purpose of calculating the registration fee. Such estimate has been computed in accordance
    with Rule 457(h)(1) based upon the option exercise price of $1.00 per share for 50,000
    shares and  $1.50 per share for 50,000 shares underlying options granted to a key
    employee, and the average of the bid and asked price of $2.35 per share on April 10, 2001
    for 26,000 shares issued to officers, directors and employees. The option shares being
    registered hereunder are being issued pursuant to the Registrant's 2001 Employee
    Stock Option Plan (the "Plan"), which provides for the issuance of up to 1
    million shares, of which 100,000 shares are included in this Registration Statement. In
    addition, this Registration Statement provides for the registration of 26,000 shares for
    services provided to the Company.
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Plan Information
The Registrant, Royal Finance, Inc.(the
"Registrant") , was organized under the laws of the State of Florida in April
1998 under the name NetGen2000, Inc., which name was changed to GoNetgen.com, Inc. in
2000. The Registrant entered into an agreement and plan a merger effective as of October
28, 2000, pursuant to which Royal Finance, Inc., a Florida corporation, was merged with
and into GoNetgen.com, Inc. and the Registrant changed its name from GoNetgen.com, Inc.,
as the surviving corporation, changed its name to Royal Finance, Inc. in connection with
the merger.
The Registrant has agreements with certain officers,
directors, employees which provide with respect to the issuance of shares of the
Registrant's common stock for services to the Registrant and for the grant of options
under the Registrant's 2001 Stock Option Plan. In consideration for increasing the scope
of the continuing services rendered and to be rendered to the Registrant until such time
as the Registrant shall generate sufficient cash flow from operations, if ever, in order
to compensate its officers, directors, and employees, the Registrant has prepared this
Form S-8 registration statement to provide for the issuance of shares including shares
underlying options, as described below:
Jennifer Hanson, an employee of the Registrant, and its
senior mortgage-loan officer, was granted options exercisable to purchase fifty thousand
shares Option Shares at an exercise price of $1.00 and fifty thousand shares at an
exercise price of $1.50;
Martin P. Bolodian, Registrant's President and a director,
was issued four thousand shares  in consideration for continuing services to
Registrant in such capacities, full-time, without any cash compensation. Mr. Bolodian also
has an employment agreement with the Registrant executed in 2000, which provides for the
grant of options to purchase fifty thousand shares, none of which underlying shares are
being registered hereunder;
Eric E. Anderson, Registrant's Vice President and a
director, was issued four thousand shares  in consideration for continuing services
full-time, without cash compensation. Mr. Anderson also has an employment agreement
executed in 2000, which provides for the grant of options to purchase fifty thousand
shares, none of which underlying shares are being registered hereunder;
Douglas Meyers, Registrant's CEO and chairman of the board
of directors, was issued four thousand shares in consideration for continuing to serve
full-time, without cash compensation. Mr. Meyers has an employment agreement executed in
2000, which provides for the grant of options to purchase fifty thousand shares, none of
which underlying shares are being registered hereunder;
Lisa Wilde, Registrant's Secretary and a director, was
issued four thousand shares in consideration for continuing to serve  full-time,
without cash compensation. Ms. Wilde has an employment agreement executed in 2000, which
provides for the grant of options to purchase fifty thousand shares, none of which
underlying shares are being registered hereunder;
Sherry A. Muller, an employee of the Registrant, was issued
four thousand shares in consideration for services. Ms. Muller has an employment agreement
executed in 2000, which provides for the grant of  options to purchase fifty thousand
shares, none of which underlying shares are being registered hereunder;
Leon Wilde, Registrant's CFO and a director, was two
thousand shares in consideration for his continuing to serve the Company in such
capacities, without cash compensation. Mr. Wilde has an agreement executed in 2000, which
provides for the grant of 50,000 options to purchase fifty thousand shares, none of which
underlying shares are being registered hereunder.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
By this reference, the following documents filed by Royal Finance, Inc. (the
"Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated into and made a part of this Registration
Statement:
1.
The Registrant's Quarterly Report on Form 10-QSB for the
    quarter ended September 30, 2000, as filed with the Commission on November 17, 2000.
2.
The Registrant's Quarterly Report on Form 10-QSB for the
    quarters ended September 30, 2000, June 30, 2000, and March 31, 2000 as filed with the
    Commission.
3.
The Registrant's Annual Reports on Form 10-KSB for the
    fiscal years ended December 31, 2000 and 1999, as filed with the Commission.
4.
The description of the Registrant's Common Stock set forth
    on pages 17 and 18 of Item 8, Part I of the Registrant's Registration Statement on Form
    10-SB/12g/A filed with the Commission on August 10, 1999.
All documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant's Common Stock is registered under Section 12(g) of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock issuable by the
Registrant under its Plan will be passed upon for the Registrant by Thomas J. Craft, Jr.,
P.A., West Palm Beach, Florida. Thomas J. Craft, Jr., P.A. does not own any shares of the
Registrant's outstanding Common Stock. However, Mr. Craft is a principal officer, director
and shareholder of CR Capital Services, Inc., a Florida corporation, which entity was
issued shares for services to the Registrant prior to the date of this Registration
Statement. The fair market value of the shares which may be deemed beneficially owned by
Mr. Craft through CR Capital Services Inc. is less than $50,000 under Item 509 of
Regulation S-K promulgated under the Act.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Florida Business Corporation Act, as amended (the
"Florida Act"), provides that, in general, a business corporation may indemnify
any person who is or was a party to any proceeding (other than an action by, or in the
right of, the corporation) by reason of the fact that he or she is or was a director or
officer of the corporation, against liability incurred in connection with such proceeding,
including any appeal thereof, provided certain standards are met, including that such
officer or director acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation, and provided further
that, with respect to any criminal action or proceeding, the officer or director had no
reasonable cause to believe his or her conduct was unlawful. In the case of proceedings by
or in the right of the corporation, the Florida Act provides that, in general, a
corporation may indemnify any person who was or is a party to any such proceeding by
reason of the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred in
connection with the defense or settlement of such proceeding, including any appeal
thereof, provided that such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made in respect of any claim as to which such
person is adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To the extent
that any officers or directors are successful on the merits or otherwise in the defense of
any of the proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and reasonably
incurred in connection therewith. However, the Florida Act further provides that, in
general, indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes that his or
her actions, or omissions to act, were material to the cause of action so adjudicated and
constitute: (i) a violation of the criminal law, unless the director or officer had
reasonable cause to believe his or her conduct was lawful or had no reasonable cause to
believe it was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the Florida Act
or the corporation's articles of incorporation; or (iv) willful misconduct or a conscious
disregard for the best interests of the corporation in a proceeding by or in the right of
the corporation to procure a judgment in its favor or in a proceeding by or in the right
of a shareholder.
The Registrant's By-Laws include the following provisions:
Article IX. Corporate Indemnification Plan
The Company shall indemnify any person:
(1) Who was or is
a party, or is threatened to be made a party, to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by, or in the right of, the above named corporation) by reason of
the fact that he is or was a director, officer, employee, or agent of the above named
corporation or is or was serving at the request of the above named corporation as a
director, officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against such costs and expenses, and to the extent and in the
manner provided under Florida Law.
(2) Who was or is
a party, or is threatened to be made a party, to any threatened, pending, or completed
action or suit by or in the right of the above named corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee, or agent
of the above named corporation or is or was serving at the request of the above named
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against such costs and expenses,
and to the extent and in the manner provided under Florida Law.
The extent,
amount, and eligibility for the indemnification provided herein will be made by the Board
of Directors. Said determinations will be made by a majority vote to a quorum consisting
of directors who were not parties to such action, suit, or proceeding or by the
shareholders by a majority vote of a quorum consisting of shareholders who were not
parties to such action, suit, or proceeding.
The Company will
have the power to make further indemnification as provided under Florida Law except to
indemnify any person against gross negligence or willful misconduct.
The Company is
further authorized to purchase and maintain insurance for indemnification of any person at
provided herein and to the extent provided under Florida Law.
Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the
Company undertakes, unless in the opinion of its counsel the matter has been settled by
controlling precedent, to submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and
agrees to be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No.
Description of Exhibits
4.1
Royal Finance, Inc., Employee Stock Option Plan 2001
    incorporated by reference and included in the Company's Registration Statement on
    Form S-8 filed on March 7, 2001.
4.2(2)
Articles of Incorporation of the Company incorporated by
    reference and included in the Company's Registration Statement on Form 10-SB/12g
    filed on June 9, 1999.
4.2(3)
By-Laws of the Company incorporated by reference and
    included in the Company's Registration Statement on Form 10-SB/12g filed on June 9,
    1999.
5
Opinion of Thomas J. Craft, Jr., P.A., regarding legality
    of the securities filed herewith.
23.1
Consent of Thomas J. Craft, Jr., P.A., contained in Exhibit
    5 filed herewith.
23.2
Consent of Mark Escoffery, P.A., Public Independent
    Accountant.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration statement;
and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of
the offering.
(a) The
undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(b) Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person against the registrant in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
THE REGISTRANT. Pursuant to the
requirements of the Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of West Palm Beach, State of Florida,
on this April 10, 2001.
Royal Finance, Inc.
(Registrant)
/s/ Martin P. Bolodian
Martin P. Bolodian, President
Exhibit 5
Thomas J. Craft, Jr., P.A.
301 Clematis Street, Suite 3000
The Galleria Building
West Palm Beach, FL 33401
Phone: (561) 651-7336 Fax: (561) 655-3202
April 11, 2001
U.S. Securities and Exchange Commission
Washington, DC 20549
450 Fifth Street, NW
Re:
Royal Finance Inc.
Commission File No. 0-26307
Registration Statement on Form S-8
Gentlemen:
I have been requested
by Royal Finance Inc. (the "Registrant") to furnish an opinion as to matters
hereinafter set forth in connection with this registration statement on Form S-8 under the
Securities Act of 1933, as amended (the "Act"), covering a total of 126,000
shares of common stock, 100,000 of which shares are being issued in connection with the
Company's 2001 Employment Stock Option Plan and 26,000 shares of which are being
issued to employees for services to the Registrant.
In connection with
this opinion, I have reviewed the filings of the Registrant incorporated by reference in
this registration statement, and have determined that the Registrant is current in its
reporting requirements under the Securities Exchange Act of 1934. I have also reviewed the
minutes of the board of directors' special meetings dated March 1, 2001, March 15,
2001 and April 10, 2001, which authorize and direct the preparation and filing of this
registration statement. I have further determined that the shares have been legally
issued, fully paid and non-assessable. Further, the Registrant has duly authorized the
issuance of the shares and the filing of this registration statement on Form S-8 under the
Act.
I hereby consent to the inclusion of this opinion
in the registration statement on Form S-8 being duly filed with the Securities and
Exchange Commission.
Very truly yours,
Thomas J. Craft, Jr., P.A.
/s/ Thomas J. Craft, Jr., P.A.
EXHIBIT 23.1
(Contained in Opinion-Exhibit)
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS
I previously issued my report, accompanying
the financial statements of the Registrant for the year ended December 31, 2000, dated
March 27,  2001, filed with the Registrant's Form 10-KSB. I hereby consent to
the incorporation by reference of said report in the Registration Statement on Form S-8
filed with the SEC by the Registrant.
MARK ESCOFFERY, P.A.
/s/ Mark Escoffery
Palm Beach Gardens, Florida
April 10, 2001