UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
  FORM
10-KSB
  (Mark
One)
  [X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
  For the
annual period ended September 30, 2008
  OR
  [  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
  For the
Transition period from _______________________ to
______________________
  COMMISSION
FILE NUMBER 0-27757
  CASE
FINANCIAL, INC.
 (Exact
Name of registrant as specified in its charter)
  Delaware
              (State
      or other jurisdiction incorporation or organization)
            33-0529299
              (I.R.S.
      Employer Identification No.)
  7720 El
Camino Real, Suite 2E, Carlsbad, CA 92009
 (Address
of principal executive offices)
  (760)
804-1449
 (Registrant's
telephone number, including area code)
  Securities
registered under Section 12(g) of the Exchange Act
 Common
Stock, $.001 par value
 (Title of
class)
  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. [X] Yes [ ] No
  Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
  
 
  State
issuer's revenues for its most recent fiscal year: None
  Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes |X| No |_|
  As of
December 31, 2008 there were 29,185,145 shares of common stock
outstanding.
  Documents
incorporated by reference: None.
  Transitional
Small Business Disclosure Format: Yes |_| No |X|
  Cautionary
Statement Pursuant to Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995:
  This
Annual Report on Form 10-KSB for the fiscal year ended September 30, 2008
contains "forward-looking statements" within the meaning of the Federal
securities laws. These forward-looking statements include, but are not limited
to, statements of expectations, beliefs, future plans and strategies,
anticipated events or trends, and similar expressions concerning matters that
are not historical facts. The forward-looking statements in this Annual Report
on Form 10-KSB for the fiscal year ended September 30, 2008 are subject to risks
and uncertainties that could cause actual results to differ materially from
those results expressed in or implied by the statements contained
herein.
   1
 TABLE
      OF CONTENTSPART
      IItem
      1 Description of Business
                                                              3Item
      2. Description of Property
                                                              6Item
      3. Legal Proceedings
                                                              7Item
      4. Submission of Matters to a Vote of Security Holders
                                                              9PART
      IIItem
      5. Market for Common Equity, Related Stockholder Matters, and Small
      Business Issuer Purchases of Equity Securities
                                                              10Item
      6. Management's Discussion and Analysis or Plan of
    Operation
                                                              11Item
      7. Financial Statements
                                                              18Item
      8. Changes in and Disagreements With Accountants on Accounting and
      Financial Disclosure
                                                              36Item
      8A. Controls and Procedures
                                                              37Item
      8B. Other Information
                                                              37PART
      IIIItem
      9. Directors, and Executive Officers of the Registrant
                                                              38Item
      10. Executive Compensation
                                                              40Item
      11. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters
                                                              41Item
      12. Certain Relationships and Related Transactions
                                                              42Item
      13. Exhibits and Reports
                                                              42ITEM
      14. Principal Accountant Fees and Services
                                                              43Signatures
                                                              44Exhibit
      Index
                                                              45Certifications
 2
  PART
1
  Item
1.  Description of Business
  General
  This
Annual Report (including, but not limited to, the section Management's
Discussion and Analysis or Plan of Operation) includes "forward looking
statements." All statements other than statements of historical fact made in
this Form 10-KSB are forward-looking. In particular, any statements made in this
Form 10-KSB regarding industry prospects or our future results of operations or
financial position are forward-looking statements. Forward-looking statements
reflect our current expectations and are inherently uncertain. The
forward-looking statements contained herein are subject to a variety of risks
and uncertainties, including those discussed above under the heading "Factors
That May Affect Future Results" and elsewhere in this Annual Report on Form
10-KSB that could cause actual results to differ materially from those
anticipated by us. Our actual results may differ significantly from our
expectations.
  We were
originally incorporated as Sheen Minerals, Inc. on August 26, 1983 in British
Columbia, Canada. In September 1993, we domesticated under Section 388 of the
Delaware General Corporation Law. Since our incorporation, we have been in
several different businesses. On March 12, 2002, we entered into a definitive
Asset Purchase Agreement (the "Agreement") with Case Financial, Inc., a private
California corporation, wherein we purchased certain assets and the entire
business operations of Case Financial, Inc. and its wholly owned subsidiary Case
Financial Funding, Inc. (hereinafter referred to as "Old CFI"), and Case
Financial, LLC (a California Limited Liability Company related through common
ownership, and hereinafter referred to as "LLC") (together hereinafter referred
to as "Old Case").
  In May
2002, the Company changed its name to Case Financial, Inc. (Case) and changed
its fiscal year end to September 30. Case Financial, Inc. and its subsidiaries,
Case Financial, LLC, and Case Capital Corporation, which was formed in November
2002, are hereinafter referred to collectively as "Case" or the
"Company".
  3
  Overview
  Case's
business was to provide pre-settlement and post-settlement litigation funding
services to attorneys and plaintiffs involved in personal injury and other
contingency litigation, conducted primarily within the California courts (the
"Litigation Finance Business"). Case funding services were non-recourse, meaning
that the investment principal, success fees and interest are repaid only when
the case is settled or favorably adjudicated in court. On September 30, 2005,
the Company's Board of Directors approved a resolution declaring that the
Company discontinued its Litigation Finance Business.
  The
Company intends to seek, investigate and, if such investigation warrants,
acquire an interest in business opportunities who or which desire to seek the
advantages of an issuer who has complied with the Securities Act of 1934 ("1934
Act"). In any transaction, we will be the surviving entity, and our stockholders
will retain a percentage ownership interest in the post-transaction company. We
will not restrict our search to any specific business, industry, or geographical
location, and may participate in a business venture of virtually any kind or
nature. This discussion of the proposed business is purposefully general and is
not meant to be restrictive of our virtually unlimited discretion to search for
and enter into potential business opportunities. We may seek a business
opportunity with entities which have recently commenced operations, or which
wish to utilize the public marketplace in order to raise additional capital in
order to expand into new products or markets, to develop a new product or
service, or for other corporate purposes. We may acquire assets and establish
wholly owned subsidiaries in various businesses or acquire existing businesses
as subsidiaries. We anticipate that the selection of a business opportunity in
which to participate will be complex and extremely risky.
  In
analyzing prospective business opportunities, we will consider such matters as
the available technical, financial and managerial resources; working capital and
other financial requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and experience
of management services which may be available and the depth of that management;
the potential for further research, development or exploration; specific risk
factors not now foreseeable but which then may be anticipated to impact our
proposed activities; the potential for growth or expansion; the potential for
profit; the public recognition of acceptance of products, services or trades;
name identification; and other relevant factors.
  On June
2, 2008, the Company entered into an Exploration Agreement with Trio Gold Corp
to explore 29 gold claims covering 547 acres (the Rodeo Creek property) located
at the north end of the Carlin Trend in Elko County, Nevada. Under the terms of
the agreement, Case Financial, Inc. is to provide $4,000,000 in funding over the
next three years to explore the 29 claims and to issue 1,000,000 shares of its
common stock to Trio Gold Corp during the same time period, to earn a 70 percent
undivided interest in these claims.
  4
  On
October 3, 2008, the Company received an extension on its funding requirements
from Trio Gold Corp.  Under the terms of the extension, the Company
will be required to raise one million dollars ($1,000,000) for the project by
March 31, 2009, one million dollars ($1,000,000) by August 31, 2009, one million
dollars ($1,000,000) by December 31, 2009 and the final one million dollars
($1,000,000) by December 31, 2010. Case Financial, Inc. has agreed to issue
250,000 shares of its common stock to Trio Gold Corp. as consideration for this
extension.
  Employees
  As of
September 30, 2008, the Company has two employees.
  5
  Item 2.
Description of Property
  As of
June 1, 2007, the Company leased a new office space of 608 square feet located
at 7720 El Camino Real Suite 2E, Carlsbad, California 92009. These facilities
were leased at a monthly rental of $1,398.40 for the initial twelve months and
$1,453.12 for the second twelve months. This lease expires on June 1, 2009.
Lease commitments, excluding property taxes and insurance are $11,625 for the
year ending 2009. We believe that our existing facilities are adequate to meet
current requirements and that suitable additional or substitute space will be
available if needed.
  6
  Item 3.
Legal Proceedings
  On March
25, 2005 a derivative lawsuit was filed by the Canadian Commercial Workers
Industry Pension Plan ("CCWIP"), a major stockholder of the Company. The lawsuit
was filed in the Court of Chancery of the State of Delaware against former
officers and directors of the Company, specifically Eric Alden, a former CEO and
CFO and Chairman of the Board, Harvey Bibicoff, a former interim CEO and CFO and
director, Lorne Pollock, former Vice President of Underwriting, Secretary and
director and Gordon Gregory, a former director alleging that these officers and
directors had damaged the Company by (a) engaging in self dealing transactions
in breach of their fiduciary duty of loyalty; (b) mismanaging the Company in
violation of their oversight duties and duty of care; (c) wasting corporate
assets; and (d) making fraudulent misrepresentations which induced the corporate
entity to issue shares to these individuals. The Company's Board of Directors
has elected to consent to the filing of this complaint. The Company was named as
a nominal defendant in this complaint.
  On
October 5, 2005, Mr. Gregory, Mr. Pollock, and the Company executed a Settlement
and Release Agreement regarding this action pursuant to which:
  ·
            Mr.
      Gregory returned to the Company 750,000 shares of common stock owned or
      controlled by him and cancelled two promissory notes of the Company
      totaling $100,000.
  ·
            Mr.
      Pollock returned to the Company 100,000 shares of common stock owned or
      controlled by him and repaid in cash to the Company
    $15,160.
  ·
            Mr.
      Pollock and Mr. Gregory were released from further action by the majority
      stockholder and the Company with respect to the claims made in the
      derivative lawsuit.
  ·
            Mr.
      Pollock and Mr. Gregory agreed to waive any and all further claims against
      the Company and the major
stockholder.
  The
foregoing agreement was approved by the Court of Chancery in the State of
Delaware and was consummated in February 2006. .
  On
September 1, 2006, the Company reached a settlement agreement with Mr. Bibicoff
resolving all current litigation between the Company and this individual. The
key terms to this settlement agreement were:
  ·
            The
      cancellation of promissory notes and accrued interest together totaling
      approximately $875,000 held by this
individual.
  ·
            The
      dismissal of this individual from the derivative lawsuit filed in the
      Delaware Court of Chancery on March 16,
2005.
  ·
            The
      release of each party from any and all claims that could have been
      asserted by the other party in any of the actions dismissed as a result of
      this settlement agreement.
  The
foregoing agreement was approved by the Court of Chancery in the State of
Delaware and was consummated in November 2007.
  7
  Mr. Alden
remains the sole defendant in this action, on November 7th 2007, Case Financial
assumed the role of plaintiff in the derivative action commenced against Alden
in March 2005 by CCWIPP.
  On April
25th 2005, Mr. Alden filed a breach of contract lawsuit against the Company in
the Superior Court of the State of California for the County of Los Angeles,
Case Number BC 332373. This lawsuit had been stayed by the court pending the
outcome of the derivative action filed against Mr. Alden.
  On April
12, 2006, Mr. Alden filed another lawsuit against Landmark American Insurance
Company and Case Financial, Inc. in the Superior Court of the State of
California for the County of Los Angeles, Case Number BC 336747 demanding
indemnification for costs associated with this derivative action. This lawsuit
is ongoing.
  On April
19, 2006 Mr. Alden filed a wrongful termination lawsuit against the Company in
the Superior Court of the State of California, Case Number BC 350929. This
lawsuit had been stayed by the court pending the outcome of the derivative
action filed against Mr. Alden.
  Mr. Alden
has been directed by the court not to file any additional lawsuits against the
Company until the derivative action has been resolved.
  On March
6, 2006 a lawsuit was filed in the Circuit Court of the 11th Judicial Circuit
for Miami-Dade County Florida, case number 07-06488CA 02 against the Company by
a law firm, for unpaid legal bills in the amount of $94,036. On February 14,
2008 the Company entered into a settlement with the above law firm. The
settlement states that Case Financial shall pay the total sum of $72,500 in
equal monthly installments of $5,000. In the event of default the Company agreed
that the entire amount of $94,036 plus all accrued interest shall be due the law
firm.
  On
November 5, 2007 the Company entered into a settlement agreement with the
Canadian Commercial Workers Industry Pension Plan ("CCWIP"), resolving a dispute
concerning the disposition of funds collected and held in escrow totaling
$812,000 and another $160,000 in receivables collected on behalf of CCWIP and
the Company pursuant to a previously entered settlement agreement. The Company
and CCWIP each received $250,000 of these funds. However $50,000 of the
Company's funds are to remain in escrow for one year to address potential future
costs that may be incurred by CCWIPP in the derivative lawsuit discussed
above.
  On July
3rd, 2008, the company was served with a lawsuit that was filed in the Superior
Court of the State of California for the County of Los Angeles, Case Number BC
391485, against the Company by Old CFI, Inc relating to (a) its performance
under the service agreement between the Company and Old CFI, Inc and (b) the
transfer of the Company's common stock from Old CFI, Inc to the secured
creditors of Old CFI, Inc by the CEO of Old CFI, Inc. The Company believes that
this lawsuit is completely without merit.
  8
  Item 4.
Submission of Matters to a Vote of Security Holders
  None.
   9
  PART
II
  Item 5.
Market for Common Equity and Related Stockholder Matters
  Our
Common Stock is traded on the Over the Counter Bulletin Board (the "OTC Bulletin
Board") under the symbol "CSEF." The following table sets forth the high and low
trade prices of the Common Stock for the quarters indicated as quoted on the OTC
Bulletin Board.
  2008
              2007HIGH
              LOW
              HIGH
              LOWFirst
      Quarter
              0.12
              0.04
              0.48
              0.14Second
      Quarter
              0.30
              0.06
              0.35
              0.16Third
      Quarter
              0.29
              0.11
              0.19
              0.10Fourth
      Quarter
              0.12
              0.04
              0.12
              0.05
 
  As of
December 31, 2008, there were approximately 428 holders of record of Common
Stock.
  We do not
anticipate paying cash dividends on the Common Stock in the foreseeable future.
The Company currently intends to retain future earnings to finance its
operations and fund the growth of its business. Any payment of future dividends
will be at the discretion of the Board of Directors and will depend upon, among
other things, earnings, financial condition, capital requirements, level of
indebtedness, contractual restrictions with respect to the payment of dividends
and other factors that the Board of Directors deems relevant.
  Recent Sales of Equity
Securities
  On June
3, 2008, pursuant to the terms of its exploration agreement with Trio Gold Corp,
the Company issued 250,000 shares of the Company's common stock to Trio Gold
Corp.
  In June
2008, warrants to purchase 150,000 shares of the Company's common stock at a
price of $.10 per share were exercised.
  On June
18, 2008, as consideration for his agreeing to serve on the Company's Board of
Directors, the Company issued 500,000 shares of the Company's common stock to
Ike Suri. On August 6, 2008, upon Mr. Ike Suri's resignation from the Company's
Board of Directors, the common stock issued to Mr. Ike Suri was returned to the
Company and cancelled.
  On
October 3, 2008, the Company issued 250,000 shares of its common stock to Trio
Gold Corp. as consideration for the extension on funding requirements required
of the Company in the exploration agreement between the Company and Trio Gold
Corp.
  Equity Compensation Plan
Information
  The
company has no equity compensation plan for its employees, officers, or
directors. However, during this fiscal year, options were granted to directors
as compensation. Refer to the section “Compensation of Directors” for additional
information.
  10
  Item 6.
Management's Discussion and Analysis or Plan of Operation
  The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and the
related notes thereto appearing elsewhere herein.
  Case's
business was to provide pre-settlement and post-settlement litigation funding
services to attorneys and plaintiffs involved in personal injury and other
contingency litigation, conducted primarily within the California courts (the
"Litigation Finance Business"). Case funding services were non-recourse, meaning
that the investment principal, success fees and interest are repaid only when
the case is settled or favorably adjudicated in court. On September 30, 2005,
the Company's Board of Directors approved a resolution declaring that the
Company discontinued its Litigation Finance Business.
  We have
recorded on our September 30, 2008 and 2007 Consolidated Balance Sheet all
assets and liabilities associated with the Litigation Finance Business as Assets
and Liabilities from Discontinued Operations. All revenues and expenses
associated with the Litigation Finance Business have been reclassified and the
net amount reported on its Consolidated Statement of Operations as Loss from
Discontinued Operations.
  On June
2, 2008, the Company entered into an Exploration Agreement with Trio Gold Corp
to explore 29 gold claims covering 547 acres (the Rodeo Creek property) located
at the north end of the Carlin Trend in Elko County, Nevada. Under the terms of
the agreement, Case Financial, Inc. is to provide $4,000,000 in funding over the
next three years to explore the 29 claims and to issue 1,000,000 shares of its
common stock to Trio Gold Corp during the same time period, to earn a 70 percent
undivided interest in these claims.
  Management
believes that the Company’s operations should be focused on the following two
objectives:
  ·
            Raising
      capital to fund its obligations under the Exploration Agreement with Trio
      Gold Corp.
  ·
            Successful
      prosecution of the derivative action against its former Chief Executive
      Officer Eric Alden and defending against related actions initiated by Mr.
      Alden against the Company; and
  The
Company believes that its current cash resources will be inadequate to fund its
operations through its fiscal year ended September 30, 2009. In order to
continue its operations and in order to fund the aforementioned Exploration
Agreement with Trio Gold Corp, the Company anticipates that some form of equity
financing and/or a formal or informal restructuring or reorganization will be
required.
  11
  Critical Accounting
Policies
  Discontinued
Operations
  In
accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", we have determined that we have complied with the provisions
of SFAS No. 144 at September 30, 2008 and 2007 with respect to the
classification of the operations of the Litigation Finance Business as a
discontinued operation. Accordingly, we have accounted for our Litigation
Finance Business as a discontinued operation at September 30, 2008 and 2007, and
the assets and liabilities of the Litigation Finance Business have been
classified accordingly.
  Use of
Estimates
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the making of
certain estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual amounts could differ from those
estimates.
  Long-lived
Assets
  We review
for the impairment of long-lived assets, including the notes receivable from Old
CFI, and certain identifiable intangibles, whenever events or changes in
circumstances indicate that the carrying amount of any asset may not be
recoverable. An impairment loss would be recognized when the estimated
undiscounted future cash flows expected to result from the use of the asset and
its eventual disposition is less than the carrying amount. If impairment is
indicated, the amount of the loss to be recorded is based on an estimate of the
difference between the carrying amount and the fair value of the asset. Fair
value is based upon discounted estimated cash flows expected to result from the
use of the asset and its eventual disposition and other valuation methods. When
a note receivable becomes impaired, interest is no longer accrued and is
recognized when received in cash.
  Trends and
Uncertainties
  The
principal uncertainties we face are access to adequate capital to seek other
business opportunities, the ability to collect the outstanding balances pursuant
to our portfolio of investments in contracts and loans receivable and the
ability to resolve the various litigation matters facing us.
  12
  Results of
Operations
  Discontinued
Operations
  All
revenue and expenses applicable to our Litigation Finance Business have been
reported as gain/(losses) from Discontinued Operations in Statement of
Operations. The components of gain/(loss) from Discontinued Operations for the
years ended September 30, 2008 and September 30, 2007 consist of the
following:
  Years Ended2008
                
                
                2007Revenues
                
                $
                306,305
                
                
                $
                172,076Operating
      expenses
                
                
                0
                
                
                
                (74,373
                )Net
      income (Loss) from discontinued operations
                
                $
                306,305
                
                
                $
                97,703
 
  In the
aggregate, the Company had income from discontinued operations of $306,305
compared to an income from Discontinued Operations for 2007 of $97,703. Revenues
from the discontinued Litigation Finance Business increased $208,602, in the
year ended September 30, 2008 over the year ended September 30, 2007 as a result
of settlements that occurred that are related to the Company's discontinued
operations.
  Operating
Expenses
  Operating
expenses consist of costs not directly associated with our Litigation Finance
Business. For the year ended September 30, 2008, administrative expenses
increased $214,652, or 27%, to $1,022,403.
  The
increase in operating expenses were due to the following:
  1.
            Compared
      to 2007, Stock Option expenses increased $405,677 for the year ended
      September 30, 2008.  The Company issued stock options to
      purchase 2,000,000 shares of the Company's common stock at an exercise
      price of $0.25.
  2.
            Compared
      to 2007, Professional Fees increased $250,977 for the year ended September
      30, 2008. The significant increase in professional fees is due to an
      increase in litigation expenses.
  3.
            Compared
      to 2007, Bad Debts decreased $471,073 for the year end September 30,
      2008.  The Company had significant bad debts in 2007 due to
      write-offs related to its discontinued
  operations.
  4.
            Compared
      to 2007, General and Administrative expenses increased $30,915 for the
      year-end September 30, 2008 due to the amortization of prepaid Royalty
      $37,419, which purchase on June
2008.
  13
  Interest
Expense
  Interest
expense was $3,023 for the year ended September 30, 2008 compared with $39,001
for the year ended September 30, 2007, a decrease of $35,778, or
92%.
  Gain On Forgiveness of
Debt
  Gain on
forgiveness of debt consists of valuation and write-off of accounts payable and
loans payable. Gain on forgiveness of debt for the years ended September 30,
2008 and 2007 was $11,780 and $896,769, respectively.
 
 Non-Cash Finance
Expense
  Non-cash
finance expenses were zero for the year ended September 30, 2008 and for the
year ended September 30, 2007.
  Liquidity and Capital
Resources
  The
financial statements for the fiscal year ended September 30, 2008; our
independent auditors expressed substantial doubt about our ability to continue
as a going concern. We have discontinued our principal business, the Litigation
Finance Business. We have incurred net income / (loss) of $(695,536) and
$137,721 during the years ended September 30, 2008 and 2007, respectively. There
was an accumulated deficit of $11,559,136 as of September 30, 2008 and total
liabilities exceeded total assets by $920,258 as of September 30, 2008. These
conditions raise substantial doubt about our ability to continue as a going
concern and our financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
  Operating
Activities
  Our
balance sheet at September 30, 2008 reflects cash of $2,963 compared to cash of
$4,636 at September 30, 2007, a decrease of $1,673. Net cash used in operating
activities was $(21,672) for the year ended September 30, 2008 compared to
$(172,710) for the year ended September 30, 2007, a decrease in cash used in
operating activities of $151,038.
  Investment
Activities
  Net cash
provided by investing activities for the year ended September 30, 2008 was $0
compared to net cash provided by investing activities of ($28,547) for the year
ended September 30, 2007 an increase of $28,547.
  Financing
Activities
  Net cash
provided by financing activities was $19,999 for the year ended September 30,
2008 as compared to $47,500 for the year ended September 30, 2007 a decrease of
$27,501.
  14
  Factors That May Affect
Future Results
  We
currently have no operating business.
  We
currently have no relevant operating business, revenues from operations or
assets. Our business plan is to seek a merger or business combination with an
operating business. We face all of the risks inherent in the investigation,
acquisition, or involvement in a new business opportunity. An investor's
purchase of any of our securities must be regarded as placing funds at a high
risk in a new or "start-up" venture with all of the unforeseen costs, expenses,
problems, and difficulties to which such ventures are subject.
  We are
dependent upon our current management.
  We will
be heavily dependent upon the skills, talents, and abilities of our management
to implement our business plan. Our management may devote limited time to our
affairs, which may be inadequate for our business, and may delay the acquisition
of any business opportunity considered. Furthermore, management has limited
experience in seeking, investigating, and acquiring businesses and will depend
upon its limited business knowledge in making decisions regarding our
acquisition of a business opportunity. Because investors will not be able to
evaluate the merits of possible business acquisitions by us, they should
critically assess the information concerning the management.
  We will
need additional financing.
  In all
likelihood we will need additional funds to take advantage of any available
acquisition business opportunity. Even if we were to obtain sufficient funds to
acquire an interest in a business opportunity, we may not have sufficient
capital to fully exploit the opportunity. Our ultimate success will depend upon
our ability to raise additional capital at the time of the acquisition and
thereafter. When additional capital may be needed, there can be no assurance
that funds will be available from any source or, if available, that they can be
obtained on acceptable terms.
  We do not
pay dividends.
  We do not
intend to pay any dividends. We do not foresee making any cash distributions in
the manner of a dividend or otherwise.
  15
  The
effects of an acquisition or merger transaction could be dilutive.
  In any
reverse merger transaction, for tax reasons and management reasons, the owners
of the target company will be issued a large number of shares of common stock,
which will dilute the ownership interest of our current stockholders. In
addition, at the time of the reverse merger, it will be likely that there will
-be additional authorized but unissued shares that may be later issued by the
then new management for any purpose without the consent or vote of the
stockholders. The acquisition issuance and additional issuances that may occur
will dilute the interests of our stockholders after the reverse merger
transaction.
  Company
common stock is listed on the Over-The-Counter (OTC) Bulletin
Board.
  Because
the Company's common stock is listed on the OTC Bulletin Board, the liquidity of
the common stock is impaired, not only in the number of shares that are bought
and sold, but also through delays in the timing of transactions, and limited
coverage by security analysts and the news media, if any, of the Company. As a
result, prices for shares of the Company's common stock may be lower than might
otherwise prevail if the Company's common stock was traded on NASDAQ or a
national securities exchange, like the American Stock Exchange.
  
 16
  Chang
G. Park, CPA, Ph. D.
 s 2667 CAMINO DEL RIO
SOUTH PLAZA B s SAN
DEIGO s
CALIFORNIA 92108-3707 s
 s TELEPHONE (858)
722-5953 s FAX
(858) 761-0341 s
FAX (858) 764-5480
 s E-MAIL
changgpark@gmail.com s
  Report of Independent
Registered Public Accounting Firm
   To the Board of Directors and
Stockholders
  Case Financial, Inc.
  We have
audited the accompanying consolidated balance sheets of Case Financial, Inc. and
subsidiary (the “Company”) as of September 30, 2008 and 2007, and the related
consolidated statements of operations, changes in shareholders’ equity and cash
flows for the years ended September 30, 2008 and 2007. These consolidated
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Case Financial,
Inc. and subsidiary as of September 30, 2008 and 2007, and the results of its
operation and its cash flows for the years ended September 30, 2008 and 2007 in
conformity with U.S. generally accepted accounting principles.
 
 The
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 14 to the
consolidated financial statements, the Company’s losses from operations raise
substantial doubt about its ability to continue as a going
concern.  The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
  /s/Chang G.
Park__
   CHANG
G. PARK, CPA
  January
12, 2009
  San
Diego, CA. 92108
 
      17
  Item 7.
Financial Statements
  CASE
      FINANCIAL, INC. AND SUBSIDIARIESConsolidated
      Balance SheetsASSETSAs
      of
                          
                          
                          As
      ofSeptember
      30,
                          
                          
                          September
      30,2008
                          
                          
                          2007Current
      AssetsCash
      & cash equivalents
                          
                          $
                          2,963
                          
                          
                          $
                          4,636Prepaid
      expense
                          
                          
                          41,223
                          
                          
                          
                          81,360Total
      Current Assets
                          
                          
                          44,186
                          
                          
                          
                          85,996Net
      Property & Equipment
                          
                          
                          -
                          
                          
                          
                          149Other
      AssetsDeposits
                          
                          
                          1,453
                          
                          
                          
                          1,453Total
      Other Assets
                          
                          
                          1,453
                          
                          
                          
                          1,453TOTAL
      ASSETS
                          
                          $
                          45,639
                          
                          
                          $
                          87,598LIABILITIES
      & STOCKHOLDERS' EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      payable and accrued expenses
                          
                          $
                          757,629
                          
                          
                          $
                          602,228Loans
      payable - related parties
                          
                          
                          8,268
                          
                          
                          
                          3,269Loans
      payable
                          
                          
                          200,000
                          
                          
                          
                          200,000Total
      Current Liabilities
                          
                          
                          965,897
                          
                          
                          
                          805,497TOTAL
      LIABILITIES
                          
                          
                          965,897
                          
                          
                          
                          805,497Stockholders'
      Equity (Deficit)Preferred
      stock, ($.0001 par value, 20,000,000shares
      authorized; none issued and outstanding.)
                          
                          
                          -
                          
                          
                          
                          -Common
      stock, (par value $.001 per share, 100,000,000 sharesauthorized:
      28,935,145 and 28,535,145 shares issued and outstandingas
      of September 30, 2008 and 2007, respectively)
                          
                          
                          28,935
                          
                          
                          
                          28,535Paid-in
      capital
                          
                          
                          10,609,943
                          
                          
                          
                          10,117,166Accumulated
      deficit
                          
                          
                          (11,559,136
                          )
                          
                          
                          (10,863,600
                          )Total
      Stockholders' Equity (Deficit)
                          
                          
                          (920,258
                          )
                          
                          
                          (717,899
                          )TOTAL
      LIABILITIES &STOCKHOLDERS'
      EQUITY (DEFICIT)
                          
                          $
                          45,639
                          
                          
                          $
                          87,598
 
 18
  CASE
      FINANCIAL, INC. AND SUBSIDIARIESConsolidated
      Statements of OperationsYear
      Ended
                      
                      
                      Year
      EndedSeptember
      30,
                      
                      
                      September
      30,2008
                      
                      
                      2007RevenuesService
                      
                      $
                      -
                      
                      
                      $
                      -Net
      Revenue
                      
                      
                      -
                      
                      
                      
                      -Operating
      ExpensesDepreciation
                      
                      
                      149
                      
                      
                      
                      1,993General
      and administrative
                      
                      
                      152,963
                      
                      
                      
                      122,048Salaries
                      
                      
                      168,000
                      
                      
                      
                      168,000Bad
      debts
                      
                      
                      -
                      
                      
                      
                      471,073Stock
      option expense
                      
                      
                      405,677
                      
                      
                      
                      -Professional
      fees
                      
                      
                      295,614
                      
                      
                      
                      44,637Total
      Operating Expenses
                      
                      
                      1,022,403
                      
                      
                      
                      807,751Income
      (Loss) from operations
                      
                      
                      (1,022,403
                      )
                      
                      
                      (807,751
                      )Other
      Income (Expenses)Interest
      income
                      
                      
                      10,270
                      
                      
                      
                      -Interest
      expense
                      
                      
                      (3,023
                      )
                      
                      
                      (39,001
                      )Investment
      Loss
                      
                      
                      -
                      
                      
                      
                      (10,000
                      )Other
      expense
                      
                      
                      (110
                      )
                      
                      
                      -Gain
      on forgiveness of debt
                      
                      
                      11,780
                      
                      
                      
                      896,769Other
      income
                      
                      
                      1,645
                      
                      
                      
                      -Total
      Other income
                      
                      
                      20,562
                      
                      
                      
                      847,769Net
      income (loss) before discontinued operations
                      
                      
                      (1,001,841
                      )
                      
                      
                      40,018Gain
      (Loss) from discontinued operations
                      
                      
                      306,305
                      
                      
                      
                      97,703Net
      Income
                      
                      $
                      (695,536
                      )
                      
                      $
                      137,721Net
      Income (Loss) per common share - basic and diluted:From
      continuing operations
                      
                      $
                      (0.03
                      )
                      
                      $
                      0.00From
      discontinued operations
                      
                      $
                      0.01
                      
                      
                      $
                      0.00Weighted
      average number ofcommon
      shares - basic and diluted
                      
                      
                      28,655,910
                      
                      
                      
                      27,061,602
 
 19
  CASE
      FINANCIAL, INC. AND SUBSIDIARIESConsolidated
      Statements of Changes in Stockholders Equity (Deficit)As
      of September 30, 2008Common
                  Common
                  Additional
                  Shares
      To
                  Treasury
                  Retained
                  TotalShares
                  Stock
                  Paid-in
                  Be
      Issued
                  Stock
                  EarningsAmount
                  Capital
                  
                  
                  (Deficit)Balance,
      September 30, 2006 (Restated)
                  24,406,812
                  25,407
                  9,846,894
                  294,500
                  (240,000)
                  (11,001,321)
                  (1,074,520)Common
      stock issued for convertible debenture
                  1,913,333
                  1,913
                  285,087
                  (287,000)
                  
                  
                  -Common
      stock retired after return to treasury
                  
                  (1,000)
                  (239,000)
                  
                  240,000
                  
                  -Common
      stock issued in paymnet of accrued interest
                  50,000
                  50
                  7,450
                  (7,500)
                  
                  
                  -Common
      stock issued in warrant conversion
                  250,000
                  250
                  24,750
                  
                  
                  
                  25,000Common
      stock issued for Directors fees
                  1,450,000
                  1,450
                  143,550
                  
                  
                  
                  145,000Common
      stock issued in warrant conversion
                  50,000
                  50
                  4,950
                  
                  
                  
                  5,000Common
      stock issued in warrant conversion
                  175,000
                  175
                  17,325
                  
                  
                  
                  17,500Common
      stock issued for services rendered
                  240,000
                  240
                  26,160
                  
                  
                  
                  26,400Net
      Income
                  
                  
                  
                  
                  
                  137,721
                  137,721Balance,
      September 30, 2007
                  28,535,145
                  28,535
                  10,117,166
                  -
                  -
                  (10,863,600)
                  (717,899)Common
      stock issued in purchase agreement
                  250,000
                  250
                  72,250
                  
                  
                  
                  72,500Common
      stock issued for Directors fees
                  500,000
                  500
                  114,500
                  
                  
                  
                  115,000Cancel
      stock issued for Direcotors fees
                  (500,000)
                  (500)
                  (114,500)
                  
                  
                  
                  (115,000)Stock
      options
                  
                  
                  405,677
                  
                  
                  
                  405,677Common
      stock issued for cash
                  150,000
                  150
                  14,850
                  
                  
                  
                  15,000Net
      Income (loss)
                  
                  
                  
                  
                  
                  (695,536)
                  (695,536)Balance,
      September 30, 2008
                  28,935,145
                  $   28,935
                  $   10,609,943
                  $                  -
                  $                -
                  $   (11,559,136)
                  $   (920,258)
 
 20
  CASE
      FINANCIAL, INC. AND SUBSIDIARIESConsolidated
      Statements of Cash FlowsYear
      Ended
                            
                            
                            Year
      EndedSeptember
      30,
                            
                            
                            September
      30,2008
                            
                            
                            2007CASH FLOWS FROM OPERATING
      ACTIVITIESGain
      (Loss) from discontinued operations
                            
                            $
                            306,305
                            
                            
                            $
                            40,018Gain
      (Loss) from continuing operations
                            
                            
                            (1,001,841
                            )
                            
                            
                            97,703Net
      income (loss)
                            
                            
                            (695,536
                            )
                            
                            
                            137,721Adjustments
      to reconcile net loss to net cashprovided
      by (used in) operating activities:Depreciation
                            
                            
                            149
                            
                            
                            
                            1,993Bad
      debts
                            
                            
                            -
                            
                            
                            
                            471,073Amortzation
                            
                            
                            37,419
                            
                            
                            
                            -Gain
      on forgiveness of debt
                            
                            
                            -
                            
                            
                            
                            (896,769
                            )Investment
      loss
                            
                            
                            -
                            
                            
                            
                            10,000Stock
      options
                            
                            
                            405,677
                            
                            
                            
                            -Changes
      in operating assets and liabilities:(Increase)
      decrease in prepayments
                            
                            
                            75,218
                            
                            
                            
                            (48,249
                            )Increase
      (decrease) in accounts payable and other liabilities
                            
                            
                            155,401
                            
                            
                            
                            151,521Net
      cash used by operating activities
                            
                            
                            (21,672
                            )
                            
                            
                            (172,710
                            )CASH FLOWS FROM INVESTING
      ACTIVITIESInvestment
      - Bahamas
                            
                            
                            -
                            
                            
                            
                            30,000Increase
      in other assets
                            
                            
                            -
                            
                            
                            
                            (1,453
                            )Net
      cash provided by (used in) investing activities
                            
                            
                            -
                            
                            
                            
                            28,547CASH FLOWS FROM FINANCING
      ACTIVITIESProceeds
      from common stock
                            
                            
                            15,000
                            
                            
                            
                            47,500Proceeds
      from borrowings
                            
                            
                            4,999
                            
                            
                            
                            -Cancellation
      of loans payable - related parties
                            
                            
                            -
                            
                            
                            
                            -Prior
      period
                            
                            
                            -
                            
                            
                            
                            -Net
      cash provided by (used in) financing activities
                            
                            
                            19,999
                            
                            
                            
                            47,500Net
      increase (decrease) in cash & cash equivalents
                            
                            
                            (1,673
                            )
                            
                            
                            (96,663
                            )Cash
      & cash equivalents at beginning of year
                            
                            
                            4,636
                            
                            
                            
                            101,299Cash
      & cash equivalents at end of year
                            
                            $
                            2,963
                            
                            
                            $
                            4,636SUPPLEMENTAL
      DISCLOSURES OF CASH FLOWINFORMATION:Interest
      expense
                            
                            $
                            24,000
                            
                            
                            $
                            39,001Income
      taxes paid
                            
                            $
                            -
                            
                            
                            $
                            -SUPPLEMENTAL
      DISCLOSURES OF NON CASHACTIVITIES:Common
      stock issued for prepaid expenses
                            
                            $
                            72,500
                            
                            
                            $
                            26,400Commonstock
      issued for accrued expenses
                            
                            $
                            -
                            
                            
                            $
                            145,000Write-off
      discontinued operation's assets and liabilities
                            
                            $
                            -
                            
                            
                            $
                            1,880,258
  21
  Note
1. - Organization and
Basis of Presentation
  The
Company was originally incorporated as Sheen Minerals, Inc. on August 26, 1983
in British Columbia, Canada. In September 1993, the Company domesticated under
Section 388 of the Delaware General Corporation Law.  On March 12,
2002, the Company entered into a definitive Asset Purchase
  Agreement
(the "Agreement") with Case Financial, Inc., a private California corporation,
wherein we purchased certain assets and the entire business operations of Case
Financial, Inc. and its wholly owned subsidiary Case Financial Funding, Inc.
(hereinafter referred to as "Old CFI"), and Case Financial, LLC (a California
Limited Liability Company related through common ownership, and hereinafter
referred to as "LLC") (together hereinafter referred to as "Old
Case").
  In May
2002, the Company changed its name to Case Financial, Inc. (Case) and changed
its fiscal year end to September 30. Case Financial, Inc. and its subsidiaries,
Case Financial, LLC, and Case Capital Corporation, which was formed in November
2002, are hereinafter referred to collectively as "Case" or the
"Company".
  Overview:
  Case's
business was to provide pre-settlement and post-settlement litigation funding
services to attorneys and plaintiffs involved in personal injury and other
contingency litigation, conducted primarily within the California courts (the
"Litigation Finance Business"). Case funding services were non-recourse, meaning
that the investment principal, success fees and interest are repaid only when
the case is settled or favorably adjudicated in court. On September 30, 2005,
the Company's Board of Directors approved a resolution declaring that the
Company discontinued its Litigation Finance Business.
  The
Company intends to seek, investigate and, if such investigation warrants,
acquire an interest in business opportunities who or which desire to seek the
advantages of an issuer who has complied with the Securities Act of 1934 ("1934
Act"). In any transaction, we will be the surviving entity, and our stockholders
will retain a percentage ownership interest in the post-transaction company. We
will not restrict our search to any specific business, industry, or geographical
location, and may participate in a business venture of virtually any kind or
nature. This discussion of the proposed business is purposefully general and is
not meant to be restrictive of our virtually unlimited discretion to search for
and enter into potential business opportunities. We may seek a business
opportunity with entities which have recently commenced operations, or which
wish to utilize the public marketplace in order to raise additional capital in
order to expand into new products or markets, to develop a new product or
service, or for other corporate purposes. We may acquire assets and establish
wholly owned subsidiaries in various businesses or acquire existing businesses
as subsidiaries. We anticipate that the selection of a business opportunity in
which to participate will be complex and extremely risky.
  Note
1. - Organization and
Basis of Presentation - continued
  Overview:
  In
analyzing prospective business opportunities, we will consider such matters as
the available technical, financial and managerial resources; working capital and
other financial requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and experience
of management services which may be available and the depth of that management;
the potential
for further research, development or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact our proposed activities;
the potential for growth or expansion; the potential for profit; the public
recognition of acceptance of products, services or trades; name identification;
and other relevant factors.
  22
  On June
2, 2008, the Company entered into an Exploration Agreement with Trio Gold Corp
to explore 29 gold claims covering 547 acres (the Rodeo Creek property) located
at the north end of the Carlin Trend in Elko County, Nevada. Under the terms of
the agreement, Case Financial, Inc. is to provide $4,000,000 in funding over the
next three years to explore the 29 claims and to issue 1,000,000 shares of its
common stock to Trio Gold Corp during the same time period, to earn a 70 percent
undivided interest in these claims.
  On
October 3, 2008, the Company received an extension on its funding requirements
from Trio Gold Corp.  Under the terms of the extension, the Company
will be required to raise one million dollars ($1,000,000) for the project by
March 31, 2009, one million dollars ($1,000,000) by August 31, 2009, one million
dollars ($1,000,000) by December 31, 2009 and the final one million dollars
($1,000,000) by December 31, 2010. Case Financial, Inc. has agreed to issue
250,000 shares of its common stock to Trio Gold Corp. as consideration for this
extension.
  The
Company has incurred net operating losses since its inception.  The
Company had an accumulated deficit of $11,559,136 and $10,863,600 as of
September 30, 2008 and 2007, respectively.  And a stockholders’
deficiency are $920,258 and $717,899 as of September 30, 2008 and 2007,
respectively.  The Company has insufficient capital to fund all of its
obligations. The Company discontinued its Litigation Finance Business and, as a
result, the Company has no revenue-generating business operations at September
30, 2008 or in the foreseeable future. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments to reflect the possible future effect
of the recoverability and classification of assets or the amounts and
classifications of liabilities that may result from the outcome of this
uncertainty.
  Note
2. – Summary of
Significant Accounting Policies
  a.  Basis of
presentation:
  The
accompanying financial statements include the accounts of Case Financial Inc.
and its subsidiaries, Case Financial, LLC and Case Capital Corporation. All
significant intercompany accounts, transactions and profits have been eliminated
upon consolidation and combination.
  In
accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long
-Lived Assets", the Company has determined that it complied with the provisions
of SFAS No. 144 at September 30, 2008 and 2007 with respect to the
classification of the operations of the Litigation Finance Business as a
discontinued operation. Accordingly, the Company has accounted for its
Litigation Finance Business as a discontinued operation at September 30, 2008
and 2007.
  23
  b.  Use of
estimates:
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
certain estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.
  Actual
amounts could differ from those estimates. A significant estimate is the
allowance for losses on investments in contracts and loans receivable. Because
of the inherent uncertainties in estimating the allowance for losses on
investments in contracts and loans receivable, it is likely that the Company's
estimate of the allowance for losses on investments in contracts and loans
receivable will change, as circumstances become better known.
  c.  Cash and cash
equivalents:
  The
Company considers all liquid investments with a maturity of three months or less
from the date of purchase that are readily convertible into cash to be cash
equivalents. The Company maintains its cash in bank deposit accounts that may
exceed federally insured limits. The Company has not experienced any losses in
such accounts.
  Note
2. – Summary of
Significant Accounting Policies – continued
  d.
Principles of
Consolidation:
  The
accompanying financial statements include the accounts of Case Financial Inc.
and its subsidiaries, Case Financial, LLC and Case Capital
Corporation.  All significant intercompany accounts, transactions and
profits have been eliminated upon consolidation and combination.
  e.
Impairment of
Long-Lived Assets:
  Long-lived
assets consist primarily of property and equipment.  The
recoverability of long-lived assets is evaluated by an analysis of operating
results and consideration of other significant events or changes in the business
environment.  If impairment exists, the carrying amount of the
long-lived assets is reduced to its estimated fair value, less any costs
associated with the final settlement.  As of September 30, 2008,
management believes there was no impairment of the Company’s long-lived
assets.
  f.
Property and
Equipment:
  Depreciation
is computed using accelerated methods based on the estimated useful lives of the
assets, generally as follows:
  Computer
software                       3
years
  Office
furniture and fixtures        5-7
years
  Equipment                                    5
years
  24
  The
Company reviews for the impairment of long-lived assets, whenever events or
changes in circumstances indicate that the carrying amount of any asset may not
be recoverable. An impairment loss would be recognized when the estimated
undiscounted future cash flows expected to result from the use of the asset and
its eventual disposition is less than the carrying amount. If impairment is
indicated, the amount of the loss to be recorded is based on an estimate of the
difference between the carrying amount and the fair value of the asset. Fair
value is based upon discounted estimated cash flows expected to result from the
use of the asset and its eventual disposition and other valuation
methods.
  g.
Prepayments and other
assets:
  Finders'
fees, prepaid interest, and loan fees are included in prepayments and other
assets. These assets are amortized on the straight-line method over the term of
the related debt and are expensed immediately in the case of demand
notes.
  h.
Stock-based
compensation:
  The
Company accounts for stock-based compensation arrangements in accordance with
the provisions of SFAS No. 123R "Accounting for Stock-Based Compensation" which
establishes a fair value-based method of accounting for stock-based compensation
plans. Under SFAS No. 123R, compensation cost is recognized based on the
difference, if any, on the date of grant between the fair value of the Company's
common stock and the amount the grantee must pay to acquire the stock. The
Company uses the Black-Scholes option-pricing model to determine the fair value
of each stock option granted.
  i.
Deferred taxes on
income:
  The
Company records deferred taxes on income for transactions that are reported in
different years for financial reporting and tax purposes using an asset and
liability method whereby assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. A valuation allowance is established against
deferred tax assets when the Company is unable to determine it is more likely
than not that the deferred tax assets will be realized.
  j.
Fair value of
financial instruments:
  The
carrying value of cash and accrued expenses are measured at cost, which
approximates their fair value. The carrying values of loans payable are
presented at face value plus accrued interest and dividends through the due
date.
  25
  k.
Segment
Reporting
  Statement
of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure About
Segments of an Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for making operating decisions and assessing performance. Reportable segments
are based on products and services, geography, legal structure, management
structure, or any other manner in which management disaggregates a company.
Currently, SFAS 131 has no effect on the Company's financial statements as
substantially all of the Company's operations are conducted in one industry
segment.
  l.
Recent Accounting
Pronouncements:
  In May
2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 163,
"Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60".  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of  premium revenue and claims liabilities. This
statement also requires expanded disclosures about financial guarantee insurance
contracts. SFAS No. 163 is effective for fiscal years beginning on or after
December 15, 2008, and interim periods within those years. SFAS No. 163 has no
effect on the Company's consolidated financial position, or their consolidated
statements of operations, or consolidated cash flows at this time.
  In May
2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 162,
"The Hierarchy of Generally Accepted Accounting Principles".  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's consolidated financial position, consolidated statements of
operations, or consolidated cash flows at this time.
  l.
Recent Accounting
Pronouncements:
  In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of their
consolidated operations or cash flows.
  26
  In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for "plain vanilla" share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
  l.
Recent Accounting
Pronouncements:
  In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim
periods  within  those  fiscal  years,  beginning  on  or  after  December
15, 2008  (that  is, January 1, 2009, for entities with
calendar year-ends). Earlier adoption is prohibited. The effective date of this
statement is the same as that of the related Statement 141 (revised 2007). The
Company will adopt this Statement beginning March 1, 2009. It is not believed
that this will have an impact on the Company's consolidated financial position,
results of operations or cash flows.
  Note
2. - Investment - Bahamas
  The
company invested $40,000 during the year ended September 2006. As part of an
agreement with Management One Ltd., a property management company located in
Nassau, The Bahamas, to form a new jointly owned company, The Great Andros Land
Company Ltd. The company is being formed to develop a plan to acquire and/or
assume operational and developmental control of approximately 4,000 acres in
Fresh Creek, Andros, which is owned by the Hotel Corporation of The Bahamas
(HCB), a government agency that holds title to the Crown Lands of The
Bahamas.
  Due to
well-financed competition the Company on June 14, 2007 reached an agreement
where Management One would return $30,000 of the Company’s initial investment of
$40,000.  As part of the settlement
the Company received a payment of $15,000 in July 2007 and a final payment of
$15,000 in August 2007.
  27
  Note
4. – Discontinued
operations
  The
Company has discontinued its Litigation Finance Business.  In
accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", we have determined that we have complied with the provisions
of SFAS No. 144 at September 30, 2008 and 2007 with respect to the
classification of the operations of the Litigation Finance Business as a
discontinued operation.   All remaining assets have either been
assigned to the third party investors to collect directly from the attorneys
that they advanced funds to, or were part of a settlement.  The
Company will continue to account for all Litigation Finance Business as a
discontinued operation at September 30, 2008, and the assets and liabilities of
the Litigation Finance Business have been classified accordingly.  All
revenues and expenses associated with the Litigation Finance Business have been
reclassified and the net amount reported on its Condensed Consolidated Statement
of Operations as Loss from Discontinued Operations.  There was a gain
from discontinued operation of $306,305 and $97,703 for the years ended
September 30, 2008 and 2007, respectively.
  Note
5. – Settlement
forgiveness of debt
  Case Financial Inc. vs.
Canadian Commercial Workers Industry Pension Plan, known as
CCWIPP
 
 On March
31, 2006 the Company reached a settlement agreement with the Canadian Commercial
Workers Industry Pension Plan and several of it subsidiaries
(CCWIPP).  CCWIPP was the Company’s largest secured creditor as well
as a shareholder.
 
 This
settlement agreement resolves the Company’s outstanding loans to CCWIPP, the
common stock of the Company held by CCWIPP and dismisses the litigation
commenced by the Company with regard to business issues between the Company and
CCWIPP.
 
 The key
terms to this agreement are:
  ·
            The
      Company and CCWIPP shall form an Operating Committee to oversee the
      collection of receivable due from advances made through the Company by
      both parties.  This Operating Committee would be given the sole
      right and power to pursue collection on behalf of and for the benefit of
      both parties.
 ·
            The
      net proceeds of moneys collected by the operating Committee or moneys
      received from the derivative lawsuit filed against former officers and
      directors of the Company would be divided between the parties, 60% of the
      net proceeds due to CCWIPP and 40% of the net proceeds due to the Company.
      Once CCWIPP has recovered $4,000,000, this division would reverse with 60%
      of the net proceeds due to the Company and 40% of the net proceeds due to
      CCWIPP.
 ·
            The
      cancellation of $2,500,000 in notes plus all accrued interest owed to
      CCWIPP by the Company.
 ·
            The
      dismissal of the lawsuit filed by the Company against
    CCWIPP.
 ·
            The
      return of 1,000,000 shares of the Company’s common stock to the Company
      treasury and
 ·
            the
      cancellation of 3,000,000 warrants to purchase the Company’s common stock
      at an exercise price of $.50 that had been issued to
    CCWIPP.
 ·
            The
      issuance of new warrants to CCWIPP to purchase up to 1,500,000 shares of
      the Company’s common stock at an exercise price of $.25. These warrants
      expire on December 31, 2008.
 
 28
  In
November 2007 CCWIPP agreed to the cancellation of these warrants.
  Note
6. - Property and
Equipment
  Equipment
consisted of the following:
  September
      30,2008
                    
                    
                    2007Computer
      Software
                    
                    $
                    3,240
                    
                    
                    $
                    3,240Office
      furniture and fixtures
                    
                    
                    3,077
                    
                    
                    
                    3,077Office
      Equipment
                    
                    
                    13,922
                    
                    
                    
                    13,92220,239
                    
                    
                    
                    20,239Less:
      Accumulated depreciation
                    
                    
                    (20,239
                    )
                    
                    
                    (20,090
                    )$
                    0
                    
                    
                    $
                    149
  Note
7. - Loans
Payable
  September
      30,2008
                  
                  
                  20071
                  
                  Notes
      payable, uncollateralized, interest payable monthly at 12.0% per
      annum
                  
                  $
                  150,000
                  
                  
                  $
                  150,0002
                  
                  Notes
      payable, uncollateralized, interest payable monthly at 12.0% per
      annum
                  
                  
                  50,000
                  
                  
                  
                  50,000$
                  200,000
                  
                  
                  $
                  200,000
   29
  (1)
Effective January 1, 2003, an accredited investor, through its affiliation with
CCWIPP, converted an investment in the Company by exchanging a four year, 9.85%
per annum promissory note for a four year, 12% per annum promissory note issued
by the Company. The principal amount of the promissory note was $150,000. The
Company is in default on this note due to non-payment of
interest.  The related accrued interest payable is $79,500 as of
September 30, 2008.
   (2) The
principal amount of this promissory note was $50,000. Effective January
1, 2003, the
note holder converted their investment in the Company by
exchanging a
four-year, 9.85% per annum promissory note for a four year, 12% per
annum Promissory
note. The Company is in default on this note due to non-payment
of interest.  The
related accrued interest payable is $24,000 as of September
30, 2008.
  Note
8. - Related
PartiesTransactions
  Loan
receivable
  On
November 9, 2007 the Company loaned $200,000 to All States ATM, Inc. with 10 %
interest rate and six months term.  This loan agreement is in default
with the remaining principle and interest due of $101,270.87 as of September 30,
2008.  The Company has agreed to assign to two officers in lieu of a
reduction to accrued compensation currently outstanding.  The
assignment will be divided equally between the two parties.
  Loan
payable
  The
related party debt consists of the following:
  September
      30,2008
                  
                  
                  2007Revolving
      demand loans – officers
                  
                  $
                  8,268
                  
                  
                  $
                  3,269$
                  8,268
                  
                  
                  $
                  3,269
  30
  The
Company entered into revolving demand loan agreements with its Chief Executive
Officer and Chief Financial Officer.  Pursuant to the terms of these
agreements, the Company may borrow, at the discretion of the lender, up to
$50,000 from each officer payable on demand with interest at 8%.
  Stock
Options
  On June
18, 2008, as compensation for serving on the Company's Board of Directors, the
Company issued:
  (a)
            An
      option to purchase 1,000,000 shares of the Company's common stock at an
      exercise price of $0.25 to Mr. Michael
Schaffer;
  (b)
            An
      option to purchase 500,000 shares of the Company's common stock at an
      exercise price of $0.25 to Mr. Lawrence Schaffer;
  and
  (c) An
option to purchase 500,000 shares of the Company's common stock at an exercise
price of $0.25 to Mr. Waddy Stephenson
  A summary
of the Company’s stock options as of September 30, 2008 and changes during the
periods is as follows:
  Quarter
      ended September 30, 2008Weighted
      AverageOptions
                  
                  
                  Exercise
      PriceOutstanding
      at Beginning of Period
                  
                  
                  -
                  
                  
                  $
                  -Granted
                  
                  
                  2,000,000
                  
                  
                  
                  0.25Exercised
                  
                  
                  -
                  
                  
                  
                  -Expired
      Unexercised
                  
                  
                  -
                  
                  
                  
                  -Outstanding
      at End of period
                  
                  
                  2,000,000
                  
                  
                  $
                  0.25
  31
  Stock
Options
  Options
      Outstanding
                                        
                                        Options
      ExercisableExercise
      prices
                                        
                                        Number
                                        
                                        Weighted
                                        
                                        Weighted
                                        
                                        Number
                                        
                                        Weighted
                                        
                                        WeightedOutstanding
                                        average
                                        average
                                        exercisable
                                        average
                                        averageremaining
                                        exercise
                                        
                                        remaining
                                        exercisecontractual
                                        price
                                        
                                        contractual
                                        pricelife
      (years)
                                        
                                        
                                        life
      (years)$
                                        0.25
                                        
                                        2,000,000
                                        
                                        2.71
                                        
                                        $
                                        0.25
                                        
                                        -
                                        
                                        -
                                        
                                        $
                                        -2,000,000
                                        
                                        2,71
                                        
                                        
                                        0.25
                                        
                                        -
                                        
                                        -
                                        
                                        $
                                        -
  Note
9. – Commitments
  As of
June 1, 2007, the Company leased a new office space of 608 square feet located
at 7720 El Camino Real Suite 2E, Carlsbad, California 92009. These facilities
were leased at a monthly rental of $1,398.40 for the initial twelve months and
$1,453.12 for the second twelve months. This lease expires on June 1, 2009.
Lease commitments, excluding property taxes and insurance, are as follows:
$11,625 for the year ended September 30, 2009. We believe that our existing
facilities are adequate to meet current requirements and that suitable
additional or substitute space will be available if needed.
 
  Year
      Ended
                                September
      30,
                                2009$
                              11,625$
                              11,625
  32
  Note
10. – Contingencies
  Case Financial v. Eric
Alden
  On March
25, 2005 a derivative lawsuit was filed by the Canadian Commercial Workers
Industry Pension Plan ("CCWIPP"), a major stockholder of the Company. The
lawsuit was filed in the Court of Chancery of the State of Delaware against
former officers and directors of the Company, specifically Eric Alden, a former
CEO and CFO and Chairman of the Board, Harvey Bibicoff, a former interim CEO and
CFO and director, Lorne Pollock, former Vice President of Underwriting,
Secretary and director and Gordon Gregory, a former director alleging that these
officers and directors had damaged the Company by (a) engaging in self dealing
transactions in breach of their fiduciary duty of loyalty; (b) mismanaging the
Company in violation of their oversight duties and duty of care; (c) wasting
corporate assets; and (d) making fraudulent misrepresentations which induced the
corporate entity to issue shares to these individuals. The Company's Board of
Directors has elected to consent to the filing of this complaint. The Company
was named as a nominal defendant in this complaint.
  On
October 5, 2005, Mr. Gregory, Mr. Pollock, and the Company executed a Settlement
and Release Agreement regarding this action pursuant to which:
  ·        
      Mr. Gregory returned to the Company 750,000 shares of common stock owned
      or controlled by him and cancelled two promissory notes of the Company
      totaling $100,000.
 ·        
      Mr. Pollock returned to the Company 100,000 shares of common stock owned
      or controlled by him and repaid in cash to the Company
      $15,160.
 ·        
      Mr. Pollock and Mr. Gregory were released from further action by the
      majority stockholder and the Company with respect to the claims made in
      the derivative lawsuit.
 ·        
      Mr. Pollock and Mr. Gregory agreed to waive any and all further claims
      against the Company and the major
stockholder.
  The
foregoing agreement was approved by the Court of Chancery in the State of
Delaware and was consummated in February 2006. .
  On
September 1, 2006, the Company reached a settlement agreement with Mr. Bibicoff
resolving all current litigation between the Company and this individual. The
key terms to this settlement agreement were:
  ·        
      The cancellation of promissory notes and accrued interest together
      totaling approximately $875,000 held by this
  individual.
 ·        
      The dismissal of this individual from the derivative lawsuit filed in the
      Delaware Court of Chancery on March 16,
2005.
 ·        
      The release of each party from any and all claims that could have been
      asserted by the other party in any of the actions dismissed as a result of
      this settlement agreement.
  The
foregoing agreement was approved by the Court of Chancery in the State of
Delaware and was consummated in November 2007.
  Mr. Alden
remains the sole defendant in this action, on November 7th 2007, Case Financial
assumed the role of plaintiff in the derivative action commenced against Alden
in March 2005 by CCWIPP.
  33
  On April
25th 2005, Mr. Alden filed a breach of contract lawsuit against the Company in
the Superior Court of the State of Californian for the County of Los Angeles,
Case Number BC 332373. This lawsuit had been stayed by the court pending the
outcome of the derivative action filed against Mr. Alden.
  On April
12, 2006, Mr. Alden filed another lawsuit against Landmark American Insurance
Company and Case Financial, Inc. in the Superior Court of the State of
Californian for the County of Los Angeles, Case Number BC 336747 demanding
indemnification for costs associated with this derivative action. This lawsuit
is ongoing.
  On April
19, 2006 Mr. Alden filed a wrongful termination lawsuit against the Company in
the Superior Court of the State of California, Case Number BC 350929. This
lawsuit had been stayed by the court pending the outcome of the derivative
action filed against Mr. Alden.
  Mr. Alden
has been directed by the court not to file any additional lawsuits against the
Company until the derivative action has been resolved.
  Case Financial v. Squire
Sanders
  On March
6, 2006 a lawsuit was filed in the Circuit Court of the 11th Judicial Circuit
for Miami-Dade County Florida, case number 07-06488CA 02 against the Company by
a law firm, for unpaid legal bills in the amount of $94,036. On February 14,
2008 the Company entered into a settlement with the above law firm. The
settlement states that Case Financial shall pay the total sum of $72,500 in
equal monthly installments of $5,000. In the event of default the Company agreed
that the entire amount of $94,036 plus all accrued interest shall be due the law
firm.
  Case Financial v.
CCWIPP
  On
November 5, 2007 the Company entered into a settlement agreement with the
Canadian Commercial Workers Industry Pension Plan ("CCWIPP"), resolving a
dispute concerning the disposition of funds collected and held in escrow
totaling $812,000 and another $160,000 in receivables collected on behalf of
CCWIPP and the Company pursuant to a previously entered settlement agreement.
The Company and CCWIPP each received $250,000 of these funds. However $50,000 of
the Company's funds are to remain in escrow for one year to address potential
future costs that may be incurred by CCWIPP in the derivative lawsuit discussed
above.
  Case Financial v Old
CFI
  On July
3rd, 2008, the company was served with a lawsuit that was filed in the Superior
Court of the State of California for the County of Los Angeles, Case Number BC
391485, against the Company by Old
  34
  CFI, Inc
relating to (a) its performance under the service agreement between the Company
and Old CFI, Inc and (b) the transfer of the Company's common stock from Old
CFI, Inc to the secured creditors of Old CFI, Inc by the CEO of Old CFI, Inc.
The Company believes that this lawsuit is completely without merit.
  Note
11 – Warrants
  At
September 30, 2008 year-ended, the Company had zero warrants
outstanding.
  Note
12. - Taxes on
income
  No
provision was made for Federal income tax since the Company has significant net
operating loss. As of September 30, 2008, the Company had available net
operating loss carryforwards amounting to approximately $11,559,136, that may be
applied against future taxable income and that expire in 2028. A substantial
portion of this net operating loss carryforwards may be limited due to past and
future changes of ownership.
 
 The
Company's total deferred tax asset is as follows:
  September
      30,
                    2008Tax
      benefit of net operating loss carryforward
                  
                  $
                  3,930,106Valuation
      allowance
                  
                  
                  (3,930,106
                  )Net
      deferred tax asset
                  
                  $
                  -
  Note
13 – Common Stock
Transactions
  In
February 2007, warrants to purchase 250,000 shares of the Company’s common stock
at a price of $.10 per share were exercised.
 
 In March
2007, certain officers and directors of the Company exercised their remaining
warrants to purchase a total of 1,450,000 shares of the Company’s common stock
at a price of $.10 per share.
 
 In April
2007 warrants to purchase 50,000 shares of the Company's common stock at a price
of $.10 per share were exercised.
  In May
2007, warrants to purchase 175,000 shares of the Company's common stock at a
price of $.10 per share were exercised.
  35
  In July
2007, the Company issued 240,000 shares for services at a price of
$0.25.
 
 In June
2008, pursuant to the terms of its exploration agreement with Trio Gold Corp.,
the Company issued 250,000 shares of the Company’s common stock to Trio Gold
Corp.
 
 On June
18, 2008, as consideration for his agreeing to serve on the Company's Board of
Directors, the Company issued 500,000 shares of the Company's common stock to
Ike Suri. On August 6, 2008, upon Mr. Ike Suri's resignation from the Company's
Board of Directors, the common stock issued to Mr. Ike Suri was returned to the
Company and cancelled.
  
 In June
2008, warrants to purchase 150,000 of the Company’s common stock at a price of
$.10 per share were exercised.
 
 As of
September 30, 2008 the Company has 28,935,145 shares of common stock
outstanding.
  Note
14. - Going
concern
  The
accompanying financial statements contemplate continuation of the Company as a
going concern. The Company incurred net income/ (loss) of $(695,536) and
$137,721 during the years ended September 30, 2008 and 2007, respectively. There
was an accumulated deficit of $11,559,136, as of September 30, 2008 and
total liabilities exceeded total assets by $920,258 as of September 30, 2008.
The Company has discontinued its primary business activity, the Litigation
Finance Business. The Company's current cash is not sufficient to sustain the
Company's operations unless the Company is successful at collecting amounts due
and owing on its existing investment in contracts and loan receivable portfolios
and/or raising additional capital. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
  Note
15. – Subsequent
Events
  On
October 3, 2008, the Company received an extension on its funding requirements
from Trio Gold Corp.  Under the terms of the extension, the Company
will be required to raise one million dollars ($1,000,000) for the project by
March 31, 2009, one million dollars ($1,000,000) by August 31, 2009, one million
dollars ($1,000,000) by December 31, 2009 and the final one million dollars
($1,000,000) by December 31, 2010. Case Financial, Inc. issued 250,000 shares of
its common stock to Trio Gold Corp. as consideration for this
extension.
  Item 8.
Changes In and Disagreements with Accountants on Accounting and Financial
Disclosure
  None.
  36
  Item 8A.
Controls and Procedures.
  (a)
Evaluation of Disclosure Controls and Procedures
  Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in the reports filed or submitted under the Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed in the reports
filed under the Exchange Act of 1934 is accumulated and communicated to
management, including its principal executive and financial officers, as
appropriate, to allow timely decisions regarding required disclosure. The
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including its principal executive and
financial officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based upon and as of the date of that evaluation, the Company's
principal executive and financial officer concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports the Company files and submits under the
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms.
  (b)
Changes in Internal Controls
  There
were no changes in the Company's internal controls or in other factors that
could have significantly affected those controls subsequent to the date of the
Company's most recent evaluation.
  Item 8B.
Other Information
  Not
applicable.
  37
  PART
III
  Item 9.
Directors, and Executive Officers of the Registrant.
  The
following are the directors and officers as of September 30, 2008.
  Name
              Position
              AgeMichael
      Schaffer
              Chairman
      of the Board, Chief Executive Officer
              66Lawrence
      Schaffer
              Director,
      President, Chief Financial Officer
              40Waddy
      Stephenson
              Director,
      Corporate Secretary
              48
  Michael
A. Schaffer had served as Chairman of the Board and Chief Executive Officer of
the Company from April 1994 to March 2002. Since 1975, Mr. Schaffer has been a
private investor. In addition, Mr. Schaffer received a Bachelor of Arts degree
from Hunter College and a Jurist Doctorate from Brooklyn Law School. Mr.
Schaffer was admitted to the practice of law in the State of New York in 1967
and practiced law through 1974. Mr. Schaffer is also a shareholder of the
Company.
  Lawrence
C. Schaffer had served as President and a Director of the Company from June 1994
to May 2002. In addition, Mr. Schaffer has ten years of experience in
administration and marketing for several small-cap public companies. Mr.
Schaffer received a Bachelor of Arts degree from the University of Arizona in
1991. Mr. Schaffer is also a shareholder of the Company.
  Waddy
Stephenson had served as Director and Vice President of the Company March 1999
to May 2002. Mr. Stephenson is also a shareholder of the Company. Mr. Stephenson
has 20 years experience in the development and management of computer software.
Mr. Stephenson received a Bachelor of Science from the University of North
Florida in 1986.
  Audit Committee Financial
Expert
  The
Company's Board of Directors has not established a separate audit committee
within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act
of  1934, as amended (the "Exchange Act"). Instead, the entire Board
of Directors acts as the audit committee within the meaning of Section
3(a)(58)(B) of the Exchange Act. In addition, no director on the Company's Board
of Directors currently meets the definition of an "audit committee financial
expert" within the meaning of Item 401(e) of Regulation SB. The Company is
currently seeking candidates for outside directors and for a financial expert to
serve on a separate audit committee when we establish one. Due to the Company's
small size and limited resources, it has been difficult to recruit outside
directors and financial experts, especially due to the fact that we do not have
directors and officer's liability insurance to offer suitable
candidates.
  38
  Compliance with Section
16(a) of the Act
  The
members of the Board of Directors, certain executive officers of the Company and
persons who hold more than 10% of the Company's outstanding common stock are
subject to the reporting requirements of Section 16(a) of the Exchange Act which
require them to file reports with respect to their ownership of common stock and
their transactions in common stock. Based upon the copies of Section 16(a)
reports that the Company received from such persons for their 2008 fiscal year
transactions in the common stock and their common stock holdings, the Company
believes that the reporting requirements under Section 16(a) for such fiscal
year were not met in a timely manner by certain of its executive officers, Board
members and greater than ten-percent stockholders. The following schedule
contains the required information for the last fiscal year:
  Number
      of Late Reports
              Number
      of Late Transactions Not Reported on Time
              Number
      of Failures to FileMichael
      Schaffer
              0
              0
              0Lawrence
      Schaffer
              0
              0
              0Waddy
      Stephenson
              0
              0
              0William
      Rapaglia
              1
              1
              0Sam
      Schwartz
              0
              0
              0
 
  Code of
Ethics
  We have
not adopted a code of ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions. We are in the process of reviewing a code
of ethics with our attorneys and the independent board members and will adopt
one upon completion of discussions.
   39
  Item 10.
Executive Compensation
  The
following Summary Compensation Table sets forth the accrued compensation earned
by the Company's Chief Executive Officer and Chief Financial Officer for the
year ended September 30, 2008.
  Name
              Salary
              BonusMichael
      Schaffer, CEO
              99,000
              $0.00       (1)Lawrence
      Schaffer, CFO
              84,000
              $0.00       (2)
  (1)
Includes an auto allowance of $9,000.
  (2)
Includes an auto allowance of $6,000.
  Option Grants in Last Fiscal
Year
  The
Company granted options to its directors during this past fiscal year, including
grants to Michael Schaffer and Lawrence Schaffer. Refer to the section
“Compensation of Directors” for additional information.
  Aggregated Option Exercised
in Last Fiscal Year and Year End Option Holdings
  None
  Employment
Agreements
  As of
September 30, 2008 there were no employment agreements with any current
employees.
  Compensation of
Directors
  On June
18, 2008, as compensation for serving on the Company's Board of Directors, the
Company issued:
  (a) An
option to purchase 1,000,000 shares of the Company's common stock at an exercise
price of $0.25 to Mr. Michael Schaffer;
  (b) An
option to purchase 500,000 shares of the Company's common stock at an exercise
price of $0.25 to Mr. Lawrence Schaffer; and
  (c) An
option to purchase 500,000 shares of the Company's common stock at an exercise
price of $0.25 to Mr. Waddy Stephenson
  These
options are fully vested and expire on June 17, 2011.
  On June
18, 2008, as consideration for his agreeing to serve on the Company's Board of
Directors, the Company issued 500,000 shares of the Company's common stock to
Ike Suri. On August 6, 2008, upon Mr. Ike Suri's resignation from the Company's
Board of Directors, the common stock issued to Mr. Ike Suri was returned to the
Company and cancelled.
  On June
18, 2008, as consideration for his agreeing to serve on the Company's Board of
Directors, the Company issued an option to purchase 500,000 shares of the
Company's common stock at an exercise price of $0.25 to Mr. Ike Suri. This
option is fully vested and expires on June 18, 2011. On August 6, 2008, upon Mr.
Ike Suri's resignation from the Company's Board of Directors, the stock option
issued to Mr. Ike Suri was cancelled.
  40
  Item 11.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
  The
following table sets forth certain information as of September 30, 2008 with
respect to beneficial ownership of the outstanding shares of common stock of the
Registrant by the Registrant's directors, executive officers and each person
known by the Registrant to own in excess of 5% of the outstanding shares of
common stock of the Registrant, and the directors and executive officers as a
group. Unless otherwise specified, the address of all listed persons is 7720 El
Camino Real Suite 2E, Carlsbad, CA 92009. Beneficial ownership is determined in
accordance with the SEC Rule 13d-3 and generally includes shares over which the
holder has voting or investment power, subject to community property laws. All
shares of common stock obtainable upon conversion of securities or exercise of
stock options or warrants (including those that are not currently exercisable
but will become exercisable within 60 days hereafter) are considered to be
beneficially owned by the person holding the options or warrants for computing
that person's percentage, but are not treated as outstanding for computing the
percentage of any other person. Unless otherwise specified, each person below
has personal and sole beneficial ownership of the shares of common
stock:
  Name of Beneficial
                
                Total
                
                
                %Michael
      Schaffer
                
                
                2,706,015
                
                
                
                9.0
                %
      (1)Lawrence
      Schaffer
                
                
                2,062,850
                
                
                
                7.0
                %
      (2)Waddy
      Stephenson
                
                
                1,246,300
                
                
                
                4.2
                %
      (3)Directors
      and Executive Officers as a group (3 persons)
                
                
                6,015,165
                
                
                
                19.4
                %
      (4)Sam
      Schwartz
                  16032
      Valley Meadow Place
                  Encino,
      CA 91436
                
                
                3,767,300
                
                
                
                13.0
                %William
      Rapaglia
                
                
                1,779,800
                
                
                
                6.2
                %
  This
table was calculated using the number of shares outstanding as of September 30,
2008, which were 28,935,145.
  (1)
            This
      entry includes the option to purchase 1,000,000 shares of the Company's
      common stock at an exercise price of $0.25 granted to Michael Schaffer on
      June 18, 2008. This option expires on June 17,
  2011.
  (2)
            This
      entry includes the option to purchase 500,000 shares of the Company's
      common stock at an exercise price of $0.25 granted to Lawrence Schaffer on
      June 18, 2008. This option expires on June 17,
  2011.
  (3)
            This
      entry includes the option to purchase 500,000 shares of the Company's
      common stock at an exercise price of $0.25 granted to Waddy Stephenson on
      June 18, 2008. This option expires on June 17,
  2011.
  (4)
            This
      entry includes the option to purchase 500,000 shares of the Company's
      common stock at an exercise price of $0.25 granted to Waddy Stephenson on
      June 18, 2008. This option expires on June 17,
  2011.
  (5)
            This
      entry includes the options to purchase 2,000,000 shares of the Company's
      common stock detailed in notes
1-3above.
  41
  Item 12.
Certain Relationships and Related Transactions
  In
October 2005, the Company entered into revolving demand loan agreements with
Michael Schaffer, its Chief Executive Officer and Lawrence Schaffer, its Chief
Financial Officer. Pursuant to the terms of these agreements, the Company may
borrow, at the discretion of the lender, up to $50,000 from each officer payable
on demand with interest at 8.0%.  As of September 30, 2008, the total
amount owed on these notes was $3,268.
  In
October 2007, the Company entered into revolving demand loan agreements with
Waddy Stephenson, a director and the Corporate Secretary. Pursuant to the terms
of these agreements, the Company may borrow, at the discretion of the lender, up
to $50,000 payable on demand with interest at 8.0%.
  As of
September 30, 2008, the loan agreement dated November 9, 2007 for the amount of
$200,000 between All States ATM and the Company was in default with the
remaining principle and interest due of $101,270.87 due to the
Company.  The Company decided to assign this loan agreement to Michael
Schaffer and Lawrence Schaffer in exchange for an equivalent reduction in
accrued compensation that is presently owed to each of them.
  Consequently,
Case Financial assigned 50% of its interest in the loan agreement to Michael
Schaffer in lieu of a reduction of $50,635.43 to accrued compensation that was
owed by Case Financial to Michael Schaffer and assigned the remaining 50% of its
interest in the loan agreement to Lawrence Schaffer in lieu of a reduction of
$50,635.44 to accrued compensation that was owed by Case Financial to Lawrence
Schaffer.
  Item 13.
Exhibits and Reports
  (a)
Exhibits. The exhibits listed on the attached Exhibit Index are filed as part of
this report.
  42
  Item 14.
Principal Accountant Fees and Services.
  Audit
Fees
  The
approximate aggregate fees billed for each of the last two fiscal years for
professional services rendered by Chang G. Park, CPA for the audit of the
Registrant's annual financial statements, and review of financial statements
included in the company's SEC filings is as follows: 2008: $29,000; and 2007:
$21,500.
  Audit-Related
Fees
  The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by Chang G. Park, CPA that are reasonably related to the
performance of the audit or review of the Registrant's financial statements and
are not reported under Audit Fees above: $0.
  Tax Fees
  The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by Chang G. Park, CPA for tax compliance, tax advice, and tax
planning is as follows: 2008: $0 and 2007: $0.
  All Other
Fees
  The
aggregate fees billed in each of the last two fiscal years for products and
services provided by Chang G. Park, CPA other than the services reported above:
$0.
  The
Company's Board of Directors serves as the Audit Committee and has unanimously
approved all audit and non-audit services provided by the independent auditors.
The independent accountants and management are required to periodically report
to the Board of Directors regarding the extent of services provided by the
independent accountants, and the fees for the services performed to date. There
have been no non-audit services provided by our independent accountant in
2008.
  43
  SIGNATURES
  In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  Case
      Financial, Inc.
              January
      13, 2009
            /s/ Michael
      Schaffer
              Michael
      Schaffer
              Chief
      Executive Officer
 
  In
accordance with the Exchange Act, this report has been signed below by the
following persons in the capacities and on the dates indicated.
  Signature
                Title
                Date/s/ Michael
      Schaffer
                  Michael
      Schaffer
                Chairman
      of the Board of Directors, Chief Executive Officer
                January
      13, 2009/s/ Lawrence
      Schaffer
                  Lawrence
      Schaffer
                Director,
      President, Chief Financial Officer
                January
      13, 2009/s/ Waddy Stephenson
                  Waddy
      Stephenson
                Director,
      Corporate Secretary
                January
      13, 2009
 
   44
  EXHIBIT
INDEX
  31.1
            Certification
      of the Chief Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.
  31.2
            Certification
      of the Chief Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.
  32
            Certification
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002
       45