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    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4"><b>UNITED STATES</b></font></td>
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    <td width="100%" colspan="2" height="28"><font size="4"><b>&nbsp;&nbsp; </b></font></td>
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    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4"><b>SECURITIES AND EXCHANGE COMMISSION</b></font></td>
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    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4">&nbsp;&nbsp;&nbsp;&nbsp; </font></td>
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    <td width="100%" colspan="2" height="1"><p align="center"><font size="4"><b>Washington, DC
    20549</b></font></td>
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  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
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  <tr>
    <td width="100%" colspan="2" height="25"><p align="center"><font face="Times New Roman"
    size="3">REGISTRATION STATEMENT</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25"><font face="Times New Roman" size="3"><p
    align="center"></font><font size="3">ON FORM S-8</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25"><font face="Times New Roman" size="3"><p
    align="center"></font><font size="3">UNDER THE SECURITIES ACT OF 1933</font></td>
  </tr>
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    <td width="100%" colspan="2" height="25"></td>
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    <td width="100%" colspan="2" height="26"><p align="center"><strong><u>Royal Finance, Inc.</u></strong></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="21"><p align="center"><font size="2">(Exact name of
    Registrant as specified in its charter)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="50%" height="25">&nbsp; </td>
    <td width="50%" height="25">&nbsp; </td>
  </tr>
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    <td width="50%" height="25"><p align="center"><u>Florida</u></td>
    <td width="50%" height="25"><p align="center"><u>65-0873448</u></td>
  </tr>
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    <td width="50%" height="21"><p align="center"><font size="2">(State of Incorporation)</font></td>
    <td width="50%" height="21"><p align="center"><font size="2">(IRS Employer Identification
    Number)</font></td>
  </tr>
  <tr>
    <td width="50%" height="25">&nbsp;&nbsp; </td>
    <td width="50%" height="25">&nbsp; </td>
  </tr>
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    <td width="50%" align="center" height="25"><u>301 Clematis Street, Suite 3000</u></td>
    <td width="50%" height="25"><p align="center"><u>33401</u></td>
  </tr>
  <tr>
    <td width="50%" align="center" height="21"><p align="center"><font size="2">(Address of
    Principal Executive Offices</font></td>
    <td width="50%" height="21"><p align="center"><font size="2">(Zip Code)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"><u>Employee Benefit and
    Compensation Plan</u></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"><font size="2">(Full title of the
    plan)</font></td>
  </tr>
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    <td width="100%" colspan="2" align="center" height="25"></td>
  </tr>
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    <td width="100%" colspan="2" align="center" height="25"><font size="2">Thomas J. Craft,
    Jr., P.A.</font></td>
  </tr>
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    <td width="100%" colspan="2" align="center" height="25"><font size="2">301 Clematis
    Street, Suite 3000</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"><u><font size="2">West Plam Beach,
    FL 33401</font></u></td>
  </tr>
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    <td width="100%" colspan="2" align="center" height="25"><font size="2">(Name and address
    of agent for services)</font></td>
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    <td width="100%" colspan="2" align="center" height="25"></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"><u>(561) 651-7336</u></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="21"><font size="2">(Issuer's Telephone
    Number)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25"><p align="center"><font size="2"><u>Approximate
    Date of Commencement of Proposed Sales under the Plan:</u></font></td>
  </tr>
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    <td width="100%" colspan="2" height="21"><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" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"><font size="2">Total Number of
    Pages: 8</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"><font size="2">Exhibit Index
    begins on sequentially numbered page: 5</font></td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="center">Calculation of Registration Fee</p>

<table border="0" width="100%" cellspacing="0" height="100">
  <tr>
    <td width="26%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="2">Title of Securities to be Registered</font></td>
    <td width="15%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="2">Amount to be Registered</font></td>
    <td width="23%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="2">Proposed Maximum Offering Price per Share</font></td>
    <td width="22%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="2">Proposed Maximum Aggregate Offering Price</font></td>
    <td width="14%" 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="26%"
    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="2"><font size="2">Common Stock par value $.001</font></td>
    <td width="15%" 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="2"><font size="2">3,850,000</font></td>
    <td width="23%" 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="2"><font size="2">$0.04</font><font size="1">(1)</font></td>
    <td width="22%" 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="2"><font size="2">$154,000</font></td>
    <td width="14%" align="center" style="border: 1px solid rgb(0,0,0)" height="2"><font
    size="2">$38.20</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="5" height="2"><font size="2">(1) Estimated solely for the
    purpose of calculating the registration fee, based on the the average of the bid and asked
    price of the Registrant's Common Stock as of April 22, 2002.</font></td>
  </tr>
</table>

<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; or the &quot;Company&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 a share purchase agreement&nbsp;
effective October 28, 2000, with Royal Finance, Inc., a Florida corporation
(&quot;Royal&quot;) and Royal's shareholders, pursuant to the Registrant acquired all of
the Royal shares and Royal became a subsidiary of the Registrant. The Registrant changed
its name from GoNetgen.com, Inc. to Royal Finance, Inc. in connection with the
transaction.</p>

<p style="text-align: justify">This Registration Statement on Form S-8 provides for the
issuance and registration of a total of three million eight hundred fifty thousand shares
of common stock of the Company, as follows: Jeff Furman, a business consultant who has and
shall continue to provide bona fide services related management, strategic planning and
business evaluation, one million shares; Sarah Johnstone, a consultant who provides bona
fide services related to financial matters in connection with potential acquisitions, two
million two hundred fifty thousand shares; Cyrus Pahlavi, a consultant who provides bona
fide services related to to corporate organization and structure to the Company; five
hundred thousand shares. <font size="3">The Registrant has received and shall continue to
receive bona fide legal services from John M. Koenig, Jr., Esq. pursuant to an agreement.
In consideration for the services of Mr. Koenig,&nbsp;the Registrant has agreed to issue
and register one hundred thousand shares of common stock on Form S-8.</font></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 the Registrant 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="97%"><font size="2">The Registrant's Quarterly Report on Form 10-QSB for the
    quarters ended September 30, 2001, June 30, 2001 and March 31, 2001 as filed with the
    Commission.</font></td>
  </tr>
  <tr>
    <td width="97%"><font size="2">The Registrant's Annual Reports on Form 10-KSB for the
    fiscal years ended December 31, 2001 and 2000, as filed with the Commission. </font></td>
  </tr>
  <tr>
    <td width="97%"><font size="2">The description of the Registrant's Common Stock set forth
    in 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-indent: .5in; 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,
individually and as a principal officer, director and shareholder of Kykuit Corporation,
Inc., a Florida corporation, is the beneficial owner of 5,860,000 restricted shares of
common stock.</p>

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

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

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<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">4.2(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 Richard Grassano, 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<br>
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;<br>
(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<br>
(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.<br>
(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.<br>
(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>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

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

<p style="text-align:justify;text-indent:.5in">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 29, 2002.</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%">Royal Finance, Inc.</td>
  </tr>
  <tr>
    <td width="100%">/s/ Thomas J. Craft, Jr.</td>
  </tr>
  <tr>
    <td width="100%">Thomas J. Craft, Jr., President</td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="center">Exhibit 5</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%"><p align="center"><font size="3"><b>Thomas J. Craft, Jr., P.A.</b></font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="3">301 Clematis Street, Suite 3000</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="3">The Galleria Building</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="3">West Palm Beach, FL 33401</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font face="Times New Roman" size="3">Phone: (561)
    651-7336 Fax: (561) 655-3202</font></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="3">April 29, 2002</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="left"><font size="3">U.S. Securities and Exchange Commission</font></td>
  </tr>
  <tr>
    <td width="100%"><font size="3">450 Fifth Street, NW</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="left"><font size="3">Washington, DC 20549</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="3">Royal Finance Inc.</font></td>
  </tr>
  <tr>
    <td width="24%"></td>
    <td width="76%"><font size="3">Commission File No. 0-26307</font></td>
  </tr>
  <tr>
    <td width="24%"></td>
    <td width="76%"><font size="3">Registration Statement on Form S-8</font></td>
  </tr>
</table>

<p style="text-align:justify"><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 3,850,000
shares of common stock issued for </font><font size="3">bona fide services provided and to
be provided 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 meeting dated April 22, 2002, 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.</font></p>

<p style="text-align:justify"><font face="Times New Roman" size="3">Very truly yours,</font></p>

<p style="text-align:justify"><font face="Times New Roman" size="3"><u>/s/ Thomas J.
Craft, Jr., P.A. <br>
</u>Thomas J. Craft, Jr., P.A.</font></p>

<p>&nbsp;</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="left" style="text-align:center"><font size="3">Exhibit 23.1</font></p>

<p align="center" style="text-align:center"><font size="3">(Contained in Opinion-Exhibit)</font></p>

<p align="center" style="text-align:center"><font size="3"><b>EXHIBIT 23.2</b></font></p>

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

<p style="text-align:justify"><font size="3">CONSENT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS</font></p>

<p style="text-align:justify"><font size="3">I previously issued my report, accompanying
the financial statements of the Registrant for the year ended December 31, 2001, dated
April 9,&nbsp; 2002, filed with the Registrant&#146;s Annual Report on 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="3">Grassano Accounting, P.A.<br>
/s/ Grassano Accounting P.A.</font></p>

<p style="text-align:justify"><font size="3">Boca Raton, Florida<br>
April 29, 2002</font></p>
</div>
</body>
</html>
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{"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": "333-87156", "film-number": "02624954"}, "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": "NETGEN 2000 INC", "date-changed": "19990602"}, {"former-conformed-name": "GONETGEN COM INC", "date-changed": "20000711"}]}
roya
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)
301 Clematis Street, Suite 3000
33401
(Address of
    Principal Executive Offices
(Zip Code)
Employee Benefit and
    Compensation Plan
(Full title of the
    plan)
Thomas J. Craft,
    Jr., P.A.
301 Clematis
    Street, Suite 3000
West Plam Beach,
    FL 33401
(Name and address
    of agent for services)
(561) 651-7336
(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: 8
Exhibit Index
    begins on sequentially numbered page: 5
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 $.001
3,850,000
$0.04
(1)
$154,000
$38.20
(1) Estimated solely for the
    purpose of calculating the registration fee, based on the the average of the bid and asked
    price of the Registrant's Common Stock as of April 22, 2002.
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Plan Information
The Registrant, Royal Finance, Inc. (the
"Registrant" or the "Company"), 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 a share purchase agreement 
effective October 28, 2000, with Royal Finance, Inc., a Florida corporation
("Royal") and Royal's shareholders, pursuant to the Registrant acquired all of
the Royal shares and Royal became a subsidiary of the Registrant. The Registrant changed
its name from GoNetgen.com, Inc. to Royal Finance, Inc. in connection with the
transaction.
This Registration Statement on Form S-8 provides for the
issuance and registration of a total of three million eight hundred fifty thousand shares
of common stock of the Company, as follows: Jeff Furman, a business consultant who has and
shall continue to provide bona fide services related management, strategic planning and
business evaluation, one million shares; Sarah Johnstone, a consultant who provides bona
fide services related to financial matters in connection with potential acquisitions, two
million two hundred fifty thousand shares; Cyrus Pahlavi, a consultant who provides bona
fide services related to to corporate organization and structure to the Company; five
hundred thousand shares.
The Registrant has received and shall continue to
receive bona fide legal services from John M. Koenig, Jr., Esq. pursuant to an agreement.
In consideration for the services of Mr. Koenig, the Registrant has agreed to issue
and register one hundred thousand shares of common stock on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
By this reference, the following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated into and made a part
of this Registration Statement:
The Registrant's Quarterly Report on Form 10-QSB for the
    quarters ended September 30, 2001, June 30, 2001 and March 31, 2001 as filed with the
    Commission.
The Registrant's Annual Reports on Form 10-KSB for the
    fiscal years ended December 31, 2001 and 2000, as filed with the Commission.
The description of the Registrant's Common Stock set forth
    in 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,
individually and as a principal officer, director and shareholder of Kykuit Corporation,
Inc., a Florida corporation, is the beneficial owner of 5,860,000 restricted shares of
common stock.
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
4.2(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 Richard Grassano, 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
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 29, 2002.
Royal Finance, Inc.
/s/ Thomas J. Craft, Jr.
Thomas J. Craft, Jr., 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 29, 2002
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
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 3,850,000
shares of common stock issued for
bona fide services provided and to
be provided 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 meeting dated April 22, 2002, 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,
/s/ Thomas J.
Craft, Jr., P.A.
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, 2001, dated
April 9,  2002, filed with the Registrant's Annual Report on 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.
Grassano Accounting, P.A.
/s/ Grassano Accounting P.A.
Boca Raton, Florida
April 29, 2002