<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                     For the quarterly period ended  February 28, 2001
                                                   --------------------

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

                     For the transition period from              to
                                                    ------------    ------------

                     Commission file number
                                            ------------------------------------



                           ROYAL FINANCIAL CORPORATION
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


      NEVADA                                       13-3961109
--------------------------------------------------------------------------------
(State or other jurisdiction of            (IRS Employer Identification No.)
incorporation or organization)


             2000 E. LAMAR BLVD., SUITE 290, ARLINGTON, TEXAS 76006
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (817) 861-4000
--------------------------------------------------------------------------------
                           (Issuer's telephone number)



--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No|_|

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes |_| No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
        7,474,382
---------------------------

Transitional Small Business Disclosure Format (Check one):    Yes [ ]  No [X]

<PAGE>

                   ROYAL FINANCIAL CORPORATION
                           Form 10-QSB
                        February 28, 2001

                                      INDEX

<TABLE>
<CAPTION>

                                                                                                         Page No.
<S>               <C>                                                                                    <C>
PART I            FINANCIAL INFORMATION

                  ITEM 1.          FINANCIAL STATEMENTS                                                  3
                                   Consolidated Balance Sheets:
                                            February 28, 2001 and August 31, 2000                        3

                                   Consolidated Statements of Operations:
                                            Three-month and Six-month Periods
                                            Ended February 28, 2001 and February 29, 2000                 4

                                   Consolidated Statements of Cash Flows:
                                            Six-month Periods Ended February 28, 2001 and
                                            February 29, 2000                                             5

                                   Notes to Consolidated Financial Statements                             6

                  ITEM 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS                                   9

PART II           OTHER INFORMATION

                  ITEM 1.          Legal Proceedings                                                      11

                  ITEM 2.          Exhibits and Reports                                                   11

</TABLE>











                                       2

<PAGE>

                  ROYAL FINANCIAL CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                    February 28,            August 31,
                                                                                       2001                   2000
                                                                                   -------------           -----------
                                                                                    (Unaudited)
<S>                                                                                <C>                     <C>
CURRENT ASSETS:
     Cash and cash equivalents                                                     $     370,502           $    48,715
     Receivables                                                                         143,576               680,326
     Manufactured home inventory                                                            -                  412,636
     Other current assets                                                                  9,715                33,674
                                                                                   -------------           -----------

                              Total Current Assets                                       523,793             1,175,351

INVESTMENTS:
     Land held for sale                                                                  650,000               800,000
     Mortgage loan portfolio, net                                                        717,975               705,225
     Other                                                                                 2,311                79,915
                                                                                   -------------           -----------

                              Total Investments                                        1,370,286             1,585,140

PROPERTY, PLANT AND EQUIPMENT-MANUFACTURED
     HOUSING COMMUNITY, NET                                                                 -                2,361,000

OFFICE PROPERTY AND EQUIPMENT, NET                                                        13,577                19,735

OTHER ASSETS                                                                              12,745                12,745
                                                                                   -------------           -----------

                               Total Assets                                        $   1,920,401           $ 5,153,971
                                                                                   =============           ===========


                   LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
     Accounts payable and accrued liabilities                                      $       7,535           $   123,701
     8 1/2% Senior Convertible Debentures                                                   -                1,290,000
                                                                                   -------------           -----------

                               Total Current Liabilities                                   7,535             1,413,701

STOCKHOLDERS' EQUITY:
     Common stock, $.001 par value: authorized 50,000,000 shares;
          issued and outstanding, 7,474,382 shares                                         7,474                 7,474
     Additional paid-in capital                                                       13,023,867            14,064,647
     Accumulated deficit                                                             (11,118,475)          (10,331,851)
                                                                                   -------------           -----------

                                Total Stockholders' Equity
                                                                                       1,912,866             3,740,270
                                                                                   -------------           -----------

                                Total Liabilities and Stockholders' Equity         $   1,920,401           $ 5,153,971
                                                                                   =============           ===========

</TABLE>

     The accompanying notes are an integral part of these statements.



                                       3

<PAGE>

                  ROYAL FINANCIAL CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                    Three Months Ended                    Six Months Ended
                                                              February 28,      February 29,       February 28,       February 29,
                                                              ------------      ------------       ------------       ------------
                                                                  2001              2000               2001               2000
                                                              ------------      ------------       ------------       ------------
                                                                       (Unaudited)                          (Unaudited)
<S>                                                           <C>               <C>                <C>                <C>
Revenues
     Gains (losses) on operating assets
          Loan sales                                          $       -         $       -          $       -          $       (492)
          Real estate sales                                         14,371           (12,720)            14,371             53,083
          Writedown of real estate                                (150,000)             -              (150,000)              -
     Lot rental income                                              18,570            53,315             77,325             96,590
     Sales of manufactured homes                                   170,485            73,543            373,475            130,043
                                                              ------------      ------------       ------------       ------------
                                                                    53,426           114,138            315,171            279,224

Operating expenses
     Cost of sales of manufactured homes sold                      177,731            70,504            465,730            122,168
     Salaries and benefits                                          71,596           130,124            162,856            248,105
     Professional fees                                              40,229            48,439             78,642            102,627
     Promotional                                                     4,351            23,607             13,139             40,030
     Travel and lodging                                              3,680             5,387             16,011              7,924
     General and administrative                                     37,413            35,519            103,201             72,999
     Depreciation                                                    3,355            14,627              6,710             29,125
     Office rent                                                    16,316            10,563             33,313             27,046
     Insurance                                                       7,339            23,753             27,418             41,863
     Real estate holding costs                                      34,298            17,155             57,204             46,844
     Taxes - payroll and other                                      29,538            25,327             56,933             53,798
     Due diligence                                                    -                  560               -                 3,361
                                                              ------------      ------------       ------------       ------------
                                                                   425,846           405,565          1,021,157            795,890
                                                              ------------      ------------       ------------       ------------
                     Operating loss                               (372,420)         (291,427)          (705,986)          (516,666)

Other income (expense)
     Interest income                                                15,701             5,125            23,814               8,572
     Interest expense                                               (2,403)          (39,948)          (29,716)            (79,807)
     Writedown of investments in securities                        (74,736)             -              (74,736)               -
     Loss on sale of office property and equipment                    -                 -                 -                (26,400)
     Failed offering costs                                            -                3,500              -                   -
                                                              ------------      ------------       ------------       ------------
                                                                   (61,438)          (31,323)           (80,638)           (97,635)
                                                              ------------      ------------       ------------       ------------

                        Net loss                              $   (433,858)     $   (322,750)      $   (786,624)      $   (614,301)
                                                              ============      ============       ============       ============

Loss per share - basic and diluted                            $     (0.06)      $     (0.04)       $      (0.11)      $      (0.08)
                                                              ============      ============       ============       ============

Weighted average shares outstanding                              7,474,382         7,470,536          7,474,382          7,467,459
                                                              ============      ============       ============       ============

</TABLE>

      The accompanying notes are an integral part of these statements.



                                       4

<PAGE>


                  ROYAL FINANCIAL CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>

                                                                                             Six Months Ended
                                                                                   February 28,            February 29,
                                                                                       2001                    2000
                                                                                   ------------            ------------
                                                                                               (Unaudited)
<S>                                                                                <C>                     <C>

Cash flows from operating activities
     Net loss                                                                      $   (786,624)           $   (614,301)
     Adjustments to reconcile net loss to net cash provided by
          (used in) operating activities
               Depreciation                                                               6,710                  29,125
               Amortization                                                                -                     25,056
               Loss on sale of office property and equipment                               -                     26,400
               Loss on Investments                                                      223,888                  11,525
               Changes in operating assets and liabilities
                    Receivables                                                         536,750                    -
                    Prepaid expenses and other assets                                   436,595                 172,303
                    Accounts payable and accrued liabilities                           (116,166)                  5,989
                                                                                   ------------            ------------
                         Net cash provided by (used in) operating
                         activities                                                     301,153                (343,903)
                                                                                   ------------            ------------

Cash Flows from investing activities
     Purchase of additional land                                                           -                   (304,171)
     Principal collections on tax lien certificates                                       2,868                   4,306
     Purchases of property and equipment                                                   (552)                (60,572)
     Sale of property and equipment                                                   2,361,848                  10,175
     Investment in loans                                                                   -                    (93,677)
     Collection on loans                                                                   -                     51,670
     Disposition of loans                                                                  -                     62,533
     Sale of real estate and other assets                                                  -                    622,506
     Purchases of real estate properties and other investments                          (12,750)                (89,708)
                                                                                   ------------            ------------

                         Net cash provided by investing activities                    2,351,414                 203,062
                                                                                   ------------            ------------

Cash flows from financing activities
     Principal payment on debt and capital leases                                    (1,290,000)
     Payment of dividend                                                             (1,040,780)                   -
     Proceeds from exercise of stock options                                               -                      2,000
                                                                                   ------------            ------------
                         Net cash provided by (used in) financing
                         activities                                                  (2,330,780)                  2,000
                                                                                   ------------            ------------

Net increase (decrease) in cash and cash equivalents                                    321,787                (138,841)

Cash and cash equivalents, beginning of period                                           48,715                 315,927
                                                                                   ------------            ------------

Cash and cash equivalents, end of period                                           $    370,502            $    177,086
                                                                                   ============            ============
Supplemental Cash Flow information - Interest Paid                                 $     29,716            $     79,807
                                                                                   ============            ============

</TABLE>

                The accompanying notes are an integral part of these statements.



                                       5

<PAGE>

                  ROYAL FINANCIAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                February 28, 2001
                                   (Unaudited)

NOTE A - ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION

         Royal Financial Corporation (together with its subsidiaries, the
"Company") is a real estate investment company with a portfolio consisting
principally of undeveloped land in Florida zoned for manufactured housing
development and non-performing mortgage loans collateralized by commercial
real estate properties. As discussed in Note B, the Company is in the process
of selling these assets.

         The Company came into being in August 1998 when Royal Mortgage
Corporation and Davenport Ventures, Inc. merged and the name was changed to
Royal Financial Corporation. The controlling shareholder group of both
companies prior to the merger was substantially the same. Accordingly, the
merger was treated as a combination of entities under common control.

BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in
the United States of America (US GAAP) for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes
required by US GAAP for complete financial statements. In management's
opinion, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation of the unaudited interim
financial statements have been included. Operating results for interim
periods reflected are not necessarily indicative of the results that may be
expected for a full fiscal year. These financial statements should be read in
conjunction with the financial statements and notes thereto for the year
ended August 31, 2000 included in the Company's Form 10-KSB.

NOTE B - ACCOUNTING FOR LONG-LIVED ASSETS TO BE DISPOSED OF

         Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be disposed
of", requires that long-lived assets to be disposed of and for which
management has committed to a plan to dispose of the assets, be reported at
the lower of carrying amount or fair value less cost to sell. During the past
fiscal year, the Company developed a plan to begin marketing for sale the
Manufactured Housing Community. Subsequently, the Company sold the
Manufactured Housing Community during December 2000 for $2.6 million, less
closing costs of approximately $239,000. Additionally, the Company's current
investment strategy is to shift a majority of the Company's assets to cash
and cash equivalents. Accordingly, all investments of the Company are
reflected in the accompanying consolidated balance sheet as of February 28,
2001 at the lower of carrying value or at estimated realizable values.

NOTE C - SUBSEQUENT EVENTS

         On February 22, 2001, the Company contracted to sell its remaining
mortgage loan portfolio for a gross sales price of $1,225,000 less estimated
closing costs of approximately $412,000. This sale is expected to close in
late April 2001. The carrying value of this asset at February 28, 2001 is
$717,974.

         On April 1, 2001, the Company contracted to sell its land held for
sell in Florida for a gross sales price of $700,000 less closing costs. The
carrying value of this asset at February 28, 2001 is $650,000.

         During March 2001, the Company made 120 day loans totaling $300,000
bearing interest at 8%.





                                       6

<PAGE>

NOTE D - PROPERTY, PLANT AND EQUIPMENT

         Office property and equipment consist of the following:

<TABLE>
<CAPTION>

                <S>                                                <C>
                Furniture, fixtures and equipment                  $   98,312
                Less accumulated depreciation                         (84,735)
                                                                   ----------

                Net                                                $   13,577
                                                                   ==========

</TABLE>

NOTE E - CHANGES IN STOCK OPTIONS

         On December 16, 1999, the Company issued stock options to the
Company's directors to purchase a total of 40,000 shares of the Company's
common stock at an exercise price of $0.20 per share. These options are fully
vested at date of grant and expire in five years.

         As of February 28, 2001 there were a total of 1,330,000 options
outstanding at a weighted average exercise price of $2.28. These options were
not included in the computation of net loss per share for the three and six
month periods ended February 28, 2001 and February 29, 2000 because the
effect would have been anti-dilutive.

NOTE F - RELATED PARTY TRANSACTIONS

         At February 28, 2001, the Company had a loan to e.io, inc. of
$143,576 including interest at 8%, and owned 77,047 shares of e.io, inc.
common stock at a cost of $77,047. Officers of the Company owned an aggregate
of approximately 11% of the outstanding stock at August 31, 2000. On December
1, 2000, e.io, inc. raised additional capital which diluted the officers of
the Company to 1% of the outstanding stock of e.io, inc. This dilution
resulted from the sale of additional shares at $.03 per share. The Company
considers its investment to be impaired and recorded a writedown of $74,736
in the quarter ended February 28, 2001. In April 2001, the loan to e.io, inc.
of $143,576 was collected.

NOTE G - SEGMENT REPORTING

         The Company currently has two major operating segments: Manufactured
Housing and Real Estate.

         The Manufactured Housing Segment has two primary sources of revenue:
rental of homesites and the sale of manufactured homes. The primary source of
revenue for the Real Estate Segment is disposition/sale of mortgage loans and
real estate properties. In computing income (loss) by operating segment, the
following items were considered in the Corporate and Other category: interest
expense, payroll and administrative expenses not directly attributable to
other segments and financing costs. Corporate assets are principally cash,
furniture, fixtures and equipment, receivables and deferred charges.
Substantially all of the assets of these two segments have been sold or are
under contract of sale. See Notes B and C.







                                       7

<PAGE>

<TABLE>
<CAPTION>

                                                                   Three Months Ended February 28, 2001
-----------------------------------------------------------------------------------------------------------------------------

                                                Manufactured                              Corporate
                                                  Housing            Real Estate          and other          Consolidated
                                             -------------------  ------------------  ------------------- -------------------
<S>                                          <C>                  <C>                 <C>                 <C>
Revenues                                              $ 189,055          $ (135,629)          $        -          $   53,426
Net income (loss)                                     $  11,324          $ (244,663)          $ (200,519)         $ (433,858)


<CAPTION>

                                                                   Three Months Ended February 29, 2000
-----------------------------------------------------------------------------------------------------------------------------

                                                Manufactured                              Corporate
                                                  Housing            Real Estate          and other          Consolidated
                                             -------------------  ------------------  ------------------- -------------------
<S>                                          <C>                  <C>                 <C>                 <C>
Revenues                                              $ 127,058           $ (12,920)          $        -          $  114,138
Net income (loss)                                     $ (21,287)          $ (14,582)          $ (286,881)         $ (322,750)


<CAPTION>

                                                                    Six Months Ended February 28, 2001
-----------------------------------------------------------------------------------------------------------------------------

                                                Manufactured                              Corporate
                                                  Housing            Real Estate          and other          Consolidated
                                             -------------------  ------------------  ------------------- -------------------
<S>                                          <C>                  <C>                 <C>                 <C>
Revenues                                              $ 450,800         $  (135,629)          $        -         $   315,171
Net income (loss)                                     $ (14,082)        $  (267,569)          $ (504,973)        $  (786,624)
Indentifiable assets                                  $       -         $ 1,370,286           $  550,115         $ 1,920,401

<CAPTION>

                                                                    Six Months Ended February 29, 2000
-----------------------------------------------------------------------------------------------------------------------------

                                                Manufactured                              Corporate
                                                  Housing            Real Estate          and other          Consolidated
                                             -------------------  ------------------  ------------------- -------------------
<S>                                          <C>                  <C>                 <C>                 <C>
Revenues                                            $   226,833         $    52,391          $         -         $   279,224
Net income (loss)                                   $   (45,414)        $    33,545          $  (602,432)        $  (614,301)
Identifiable assets                                 $ 3,564,834         $ 2,509,614          $ 1,812,653         $ 7,887,101

</TABLE>




                                       8

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

         The following discussion should be read in conjunction with the
Company's unaudited financial statements and notes thereto included herein,
and the Form 10-KSB for the fiscal year ended August 31, 2000. In connection
with, and because it desires to take advantage of, the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, the
Company cautions readers regarding certain forward looking statements in the
following discussion and elsewhere in this report and in any other statement
made by, or on the behalf of the Company, whether or not in future filings
with the Securities and Exchange Commission. Forward looking statements are
statements not based on historical information and which relate to future
operations, strategies, financial results or other developments. Forward
looking statements are necessarily based upon estimates and assumptions that
are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the Company's
control and many of which, with respect to future business decisions, are
subject to change. These uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those
expressed in any forward looking statements made by, or on behalf of, the
Company. The Company disclaims any obligation to update forward looking
statements.

OVERVIEW

         The Company was originally organized as Davenport Ventures, Inc.
("Davenport") in the state of Nevada on August 18, 1993. In June 1998,
controlling interest in the Company was acquired by certain shareholders of
Royal Mortgage Corporation. On August 10, 1998 the shareholders of Davenport
and Royal Mortgage Corporation, a Texas corporation ("RMC") approved the
terms of a Restated and Amended Agreement and Plan of Merger between the two
entities. As a result of the merger, the total number of common shares
outstanding as of August 18, 1998 (the effective date of the merger) was
7,464,382. The Company changed its name from Davenport Ventures, Inc. to
Royal Financial Corporation and changed its year end from December 31 to
August 31.

         In March 1999, the Company's Form 10-SB was approved by the
Securities and Exchange Commission and the Company became a reporting company
under the Securities Exchange Act of 1934, as amended.

         The Company is a real estate financial holding company which has
invested in the asset backed real estate and mortgage markets. The Company's
investments included commercial non-performing mortgages, tax lien
certificates which result from unpaid property taxes owed to municipal and
county taxing authorities, ownership and operation of a manufactured housing
community in Florida, and land for future development of manufactured housing
communities.

         In December 2000, the Company sold its Manufactured Housing
Community, retired its Senior Convertible Debentures and paid a $1,046,413
special distribution ($.14 per share) to shareholders of record at November
30, 2000. Once a substantial portion of the Company's assets have been
converted to cash, the Board will evaluate the real estate market and make a
decision regarding the reinvestment of funds or the return of capital to
shareholders.

SOURCES OF REVENUES

         Currently, the remaining principal assets of the Company, which
consist of raw land in Punta Gorda, Florida and a note collateralized by real
property in Connecticut, are under contract for sale.

RESULTS OF OPERATIONS - THREE AND SIX MONTHS ENDED FEBRUARY 28, 2001 AND
FEBRUARY 29, 2000

         Total revenue decreased approximately $60,712 or 53% to $53,426 for
the three months ended February 28, 2001, as compared to $114,138 for the
same three month period ended February 29, 2000. The primary decrease in
revenue is due from the writedown for the land held for sale in Punta Gorda,
Florida

         Total revenues increased approximately $35,947 or 13% to $315,171
for the six months ended February 28, 2001, as compared to $279,224 for the
same six month period ended February 29, 2000. The primary increase in
revenue is from the sales of manufactured homes of $373,475. The Company
liquidated these homes after the sale of the manufactured housing community
in December 2000. The reduction in this increase from the sale of
manufactured homes is the writedown for the land held for sale in Punta
Gorda, Florida.

         Total operating expenses, net of the cost of sales of the
manufactured homes sold, decreased approximately $86,946 or 26% to $248,115
for the three months ended February 28, 2001 as compared to $335,061 for the
three months ended February 29, 2000 due to a reduction in costs that
management instituted.

         Total operating expenses, net of the cost of sales of the
manufactured homes sold, decreased approximately $118,295 or 18% to $555,427
for the six months ended February 28, 2001 as compared to $673,722 for the
six months ended February 29, 2000 due to cost cutting measures by the
Company's management.

         The increase in interest income of $10,576 to $15,701 for the three
months ended February 28, 2001 as compared to $5,125 in the

                                       9

<PAGE>

period ended February 29, 2000, is due to higher average idle cash balances
in the current comparable periods. The decrease in interest expense from
$39,948 in the three month period ended February 29, 2000 to $2,403 in the
three month period ended February 28, 2001, is due to the convertible
debentures being paid off in December 2000.

         The increase in interest income of $15,242 for the six months ended
February 28, 2001, is due to higher average idle cash balances in the current
comparable periods.

LIQUIDITY AND CAPITAL RESOURCES

         In December, 1999, the Company's Board of Directors approved a
change in investment strategy to shift the majority of the Company's assets
to cash and cash equivalents in the coming months. Once a substantial portion
of the Company's assets have been converted to cash and cash equivalents, the
Board will evaluate the real estate market and make a decision regarding the
investment of funds or the return of additional capital to stockholders.

         Cash and cash equivalents are $370,502 and $48,715 at February 28,
2001 and August 31, 2000, respectively. The increase is attributable
primarily to collections of receivables and reduction of manufactured home
inventories and the sale of the Manufactured Housing Community less the
amounts paid to pay off the $1,290,000 8 1/2% Senior Convertible Debentures
and a $.14 per share cash dividend payment to shareholders in December, 2000.















                                       10

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

         The Company is currently involved as plaintiff in various lawsuits of a
nature regularly incurred in the ordinary course of the Company's business.
Neither the Company nor any of its subsidiaries is involved in any litigation,
arbitration or other proceedings relating to claims which are material to the
Company's financial position or results of operations. To the best of
management's knowledge, there is no pending or threatened litigation against the
Company or any of its subsidiaries.

ITEM 2.           EXHIBITS AND REPORTS ON FORM 8-K

     (a)      Exhibits

              2.1     Restated and Amended Agreement and Plan of Merger*

              3.1     Articles of Incorporation, as amended of Davenport
                      Ventures, Inc.*

              3.2     By Laws of Davenport Ventures, Inc.*

              3.3     Articles of Merger of Royal Mortgage Corporation into
                      Davenport Ventures, Inc.*

              3.4     Articles of Incorporation, as amended, or Royal
                      Mortgage Corporation*

              3.5     By Laws of Royal Mortgage Corporation

              3.6     Articles of Incorporation, as amended, of Royal
                      Mortgage Brokerage, Inc.*

              3.7     By Laws of Royal Mortgage Brokerage, Inc.*

              3.8     Authorization to Transact Business in Florida of Royal
                      Mortgage Brokerage, Inc.*

              3.9     Articles of Incorporation of Walden Woods of Sugarmill,
                      Inc.*

              3.10    By Laws of Walden Woods of Sugarmill, Inc.*

              3.11    Articles of Incorporation of Walden Woods of Sugarmill
                      Sales, Inc.*

              4.1     8 1/2% Convertible Senior Debenture due 2000 (filed as
                      Exhibit No 4.1 for the fiscal quarter ended February 28,
                      1999 and incorporated herein by reference)


              *filed as exhibits with the same numbers as indicated above on
               Form 10-SB and incorporated herein by reference.

     (b)     No reports on Form 8-K have been filed during the period
             for which this report is filed



                                       11

<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                 ROYAL FINANCIAL CORPORATION
                                          (Registrant)


Date:    April 16, 2001                   /s/  Michael J. Pilgrim
                                 -----------------------------------------------
                                          Michael J. Pilgrim, President & CEO

Date:    April 16, 2001                   /s/  Mark J. Teinert
                                 -----------------------------------------------
                                          Mark J. Teinert, Secretary/Treasurer






















                                       12