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, 2005

                                       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                                           33-0529299
     --------                                           ----------
     (State or other jurisdiction                       (I.R.S. Employer
     of incorporation or organization)                  Identification No.)

               5950 La Place Court, Suite 155, Carlsbad, CA 92008
               --------------------------------------------------
                    (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. |_|

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, 2005 there were 25,219,236 shares of common stock
outstanding.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>

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, 2005
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, 2005 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.

                                TABLE OF CONTENTS

PART I

Item 1      Description of Business........................................... 3
Item 2.     Description of Property........................................... 5
Item 3.     Legal Proceedings................................................. 5
Item 4.     Submission of Matters to a Vote of Security Holders............... 7

PART II

Item 5.     Market for Common Equity , Related Stockholder Matters, and
             Small Business Issuer Purchases of Equity Securities............. 7
Item 6.     Management's Discussion and Analysis or Plan of Operation......... 8
Item 7.     Financial Statements..............................................14
Item 8.     Changes in and Disagreements With Accountants on Accounting
             and Financial Disclosure  .......................................34
Item 8A.    Controls and Procedures ..........................................34
Item 8B.    Other Information.................................................34

PART III

Item 9.     Directors, and Executive Officers of the Registrant...............34
Item 10.    Executive Compensation............................................36
Item 11.    Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters..................................37

Item 12.    Certain Relationships and Related Transactions....................38

Item 13.    Exhibits and Reports..............................................38

ITEM 14.    Principal Accountant Fees and Services ...........................38

Signatures....................................................................39

Exhibit Index.................................................................40

Certifications................................................................

<PAGE>

PART I

Item 1. Description of Business

General

We were originally incorporated as Asia Web Holdings, Inc. ("Asia Web") 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; however, Asia Web
had not had any significant operations since its fiscal year ended August 31,
2001. 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
addition, commencing March 15, 2002, we began managing the liquidation of the
existing portfolios of Old Case pursuant to a Service Agreement entered into in
connection with the asset purchase transaction, for a management fee equal to 15
percent of the gross amounts collected by us on behalf of Old CFI.

The asset purchase transaction closed on May 24, 2002, at which time we issued
3,100,000 shares of our common stock to Old CFI, including an investment banking
fee of 480,000 shares valued at $216,000, and exchanged 1,750,700 shares of
common stock for notes receivable from Old CFI in the face amount of $835,000
plus accrued interest of $40,350. These notes are unsecured, due on demand, bear
interest at 12% - 18% per annum, and are subordinate to $2,200,000 in secured
indebtedness of Old CFI. We also purchased 100% of the members' interest in Case
Financial, LLC for 150,000 common shares valued at $67,500 and $700,000 in 8%
subordinated promissory notes. At that date, the principal amount of investments
in contracts outstanding held by LLC and acquired by us was $471,460, net of a
reserve for contract losses of $117,865. The transaction has been accounted for
as a reverse acquisition.

In May 2002, Asia Web changed its name to Case Financial, Inc and changed its
fiscal year end to September 30. The Company has carried on the historical
business of Old Case since that date.

In November 2002, Case Capital Corporation was formed and in April 2003, Case
Capital Corporation became a licensed California finance lender. Case Financial,
Inc. and its subsidiaries, Case Financial, LLC, and Case Capital Corporation 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, previously, plaintiffs) involved in personal
injury and other contingency litigation, conducted primarily within the
California courts (the "Litigation Finance Business").

Our funding services have included advances to attorneys and previously,
plaintiffs, which are non-recourse, meaning that the investment principal,
success fees and interest are repaid only when the case is settled or favorably
adjudicated in court. These investments are collateralized solely by the
potential proceeds of underlying litigation. We recorded such advances as
investments in contracts.

We have experienced substantial operating losses in our Litigation Finance
business since completing the reverse acquisition with Asia Web and, as a
result, have depleted our working capital available for new advances under our
loan programs. At a Board of Directors meeting held October 7, 2004, five
directors resigned from Board and an officer relinquished his positions as Chief
Executive Officer and Chief Financial Officer. At the same meeting, the Board of
Directors appointed four new directors to fill the seats created by submission
of the foregoing resignations effective as of the adjournment of the meeting and
a new Chairman of the Board of Directors was appointed in the meeting.


                                       3
<PAGE>

By unanimous consent of the Board of Directors dated September 30,2005, our
Board of Directors approved a resolution declaring that we would discontinue
further investment in our Litigation Finance Business other than the collection
or other disposition of our existing loan and investment portfolio. The Board
further discussed that it shall continue to actively seek new business
opportunities for the Company.

Business Plan

We intend to continue our efforts to collect our existing portfolio of loans
receivable and investments in contracts, settle our outstanding obligations
resolve current litigation and minimize operating costs. We believe that our
available current cash resources and anticipated collections will be adequate to
fund our current limited level of operations through its fiscal year ended
September 30, 2006. However, to the extent our estimates and assumptions are
inaccurate and/or we are unable to successfully collect the amounts due on its
portfolio and settle outstanding obligations at reduced amounts, we may not have
sufficient cash resources to fund our ongoing obligations. In such event, we may
be required to seek other funding and/or consider a formal or informal
restructuring or reorganization. In the event we are successful in recovering
cash from these resources in excess of our operating needs, we may utilize this
cash to acquire new business opportunities.

We intend 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.

Employees

At September 30, 2005, we had three full-time employees. Our employment
agreements and their terms are described in our discussion entitled "Directors,
Executive Officers, Promoters and Control Persons - Employment Agreements." None
of the employees are covered by a collective bargaining agreement. In October,
2004, we had terminated all of our employees with the exception of our CEO, CFO
and bookkeeper.


                                       4
<PAGE>

Item 2. Description of Property

Through October 31, 2004 the Company subleased approximately 3,565 square feet
of offices located at 15060 Ventura Boulevard, Suite 240, Sherman Oaks,
California, 91403. These facilities were leased at a monthly rental of $6,774,
which expired on September 30, 2004. As of November 1, 2004, the Company leased
a new office located at 5950 La Place Court, Suite 155, Carlsbad, California
92008. These facilities were leased at a monthly rental of $1,926 for the
initial twelve months and $1,980 for the second twelve months. This lease
expires on October 31, 2006.

Item 3. Legal Proceedings

On November 9, 2005, the Company and L&M Specialties, Inc., a company controlled
by the Chairman of the Board and Chief Executive Officer of the Company, filed
suit in the U.S. District Court, Southern District of Florida, located in Miami,
Florida, against Canadian Commercial Workers Industry Pension Plan, known as
CCWIPP, a large debenture and shareholder of the Company, South Ocean
Development Company, Ltd. (a subsidiary of CCWIPP), Allen & Company and certain
individuals for breach of fiduciary duties, fraudulent inducement, breach of
contract and declaratory judgment. The suit seeks damages against the defendants
arising out of their conduct with respect to certain agreements to purchase a
waterfront hotel property, overlooking a golf course and marina, including a
gaming license, located on the island of New Providence, Bahamas and to purchase
$2.5 million of outstanding Case Financial debentures held by CCWIPP.

The South Ocean Development Company, Ltd signed a letter of intent to sell the
property on March 26, 2005, with L&M Specialties Inc. CCWIPP had required that
an entity other than the Company enter into the agreement until such time that
the property could be conveyed to the Company. Both the Company and L&M
Specialties agreed to this arrangement.

The suit alleges, among other things, that the defendants violated the
exclusivity provisions of the agreement for purchasing the property in the
Bahamas, attempted to lure away investment groups introduced to the property by
plaintiffs, and fraudulently induced plaintiffs into agreeing to purchase the
debentures in return for an extension of the deadlines in the agreement to
purchase the property, which defendants did not intend to perform. The suit
alleges that defendants obtained the agreements from plaintiffs in order to
deflect and mitigate an ongoing investigation of CCWIPP by the Financial
Services Commission of Ontario, Canada. The Company, through its officers and
directors, have made several attempts to resolve the breach to no avail,
resulting in the filing of this action. Such litigation could be protracted,
costly and with no assurance that plaintiffs will be successful.

On August 8, 2005, a lawsuit was filed against the Company by a former CEO and
director in the Superior Court of the State of California, Case Number BC
337914, demanding payment of two promissory notes in the amounts of $600,000 and
$40,000 and purporting other amounts due and owning by the Company for past
wages and other fees due related to cases for which the former CEO and director
participated in the funding. It is the Company's position that the notes were
the result of improper, invalid and illegal transfers of debts from other
entities to Case Financial that were done without Board Approval in violation of
Delaware and California Corporate Law and in breach of the former CEO and
director fiduciary duties. The Company does not believe the outcome of this case
will have a material effect on the financial condition of the Company as stated
in that the promissory notes and the accrued interest thereon are recorded as
liabilities of the Company and other claims purported to be due and owning by
the Company for past wages and other fees due related to cases for which the
former CEO and director participated in the funding are without merit.

On March 25, 2005 a derivative lawsuit was filed by a major stockholder and
secured lender 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 current
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


                                       5
<PAGE>

filing of this complaint. The Company was named as a nominal defendant in this
complaint. Management believes that the outcome of this case will not have a
material impact on the financial condition of the Company. On October 5, 2005,
Mr. Gregory, Mr. Pollock, and the Company executed a Settlement and Release
Agreement regarding this action pursuant to which; a) Mr. Gregory will return to
the Company for cancellation 750,000 shares of common stock owned or controlled
by him and return and cancel two promissory notes of the Company totaling
$100,000; b) Mr. Pollock will return to the Company for cancellation 100,000
shares of common stock owned or controlled by him and repay in cash to the
Company $15,160; c) Mr. Pollock and Mr. Gregory will be released from further
action by the majority stockholder and the Company with respect to the claims
made in the derivative lawsuit, and; d) Mr. Pollock and Mr. Gregory agree to
waive any and all further claims against the Company and the major stockholder.
The foregoing agreement is subject to approval by the Court of Chancery in the
State of Delaware. Mr. Alden and Mr. Bibicoff remain as defendants in this
action. Further, Mr. Alden filed a breach of contract action which has been
stayed by the court pending outcome of the derivative action suit.

The Company was served with a complaint in October 2004 filed in the San Diego
Superior Court, North County District, Case Number GIN040080 from an attorney
who had represented the Company on a previous legal matter for contract, breach
of contract, common counts, imposition and foreclosure of attorneys' lien,
injunctive relief and declaratory relief seeking damages in the amount of
$31,741.32 for legal services rendered. The Company believes the amount sought
to be in excess of the fair value of the services rendered and is defending this
suit. The full amount of the claim asserted by the plaintiff in this matter has
been recorded in the Company's books as legal expense as of September 30, 2005.
On November 2, 2005 the Company settled for an initial payment of $5,000 with
the remaining balance due of $10,000.00 to be paid within six months with
minimum payments of $1,000 per month beginning December 1, 2005. If the $15,000
balance is not paid in full by May 1, 2006, the Company will be obligated to
five additional payments of $1,000 per month, for a total of $20,000.00. If any
monthly payment is late, the stipulated judgment amount is due in full plus
attorneys fees.

The Company was served with a complaint in May 2004 filed in the Los Angeles
Superior Court, Central District, Case Number BC 316068, from an unrelated third
party asserting securities fraud, fraud, breach of contract and unfair business
practices against the Company and seeking damages of $65,000. The plaintiff
claims that she had loaned the Company the sum of $40,000 pursuant to a verbal
agreement and was promised repayment within 45 days plus a 25% profit. The funds
were utilized by the Company for a non-recourse advance which the Company was
unable to recover and the principal amount of this obligation is included in non
recourse loans payable-unrelated parties on the Company's balance sheet. On
December 13, 2005, the Company settled this matter by agreeing to pay the
plaintiff $20,000 in cash and assign the first $20,000 in potential proceeds
that may be derived in another action initiated by the Company against the
attorney to whom the non-recourse advance was given. The carrier of the
Company's Director's and Officer's insurance policy agreed to pay the $20,000
cash payment required.

The Company was served with a complaint in February 2004 filed with the Los
Angeles Superior Court, Northwest District, Case Number LC 067786, naming the
Company and a former director of the Company Harvey Bibicoff, as co-defendants
in a case against Old CFI claiming a breach of a promissory note by Old Case and
asserting fraud seeking damages of $140,000 plus attorneys fees and punitive
damages. The Company continues to defend this suit and believes the ultimate
outcome will not have a material impact on the Company's financial condition.
The Company has accrued $140,000 as of September 30,2004 as general and
administrative expenses for this potential claim.

The Company is in default on all of its recourse debt obligations and, although
no formal demands for payment have been made by any of the lenders other than
claims on the $600,000 and $40,000 notes as described above, there is no
assurance that such demand will not be made in the future and that the Company
will be able to resolve such demands.


                                       6
<PAGE>

In addition to the foregoing, the Company has initiated several action against
attorneys who were the beneficiary of the companies litigation financing
programs and who breached their agreements with the Company relative to such
financing. The Company has fully reserved the amounts outstanding for these
advances which have since been classified as assets from discontinued
operations.

Item 4. Submission of Matters to a Vote of Security Holders.

None

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." Prior to June 4, 2002, the Common
Stock was traded on the OTC Bulletin Board under the symbol "AWHI." 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.

                                        2005                 2004
                                        ----                 ----
                                  HIGH       LOW       HIGH       LOW
                                  ----       ---       ----       ---
      First Quarter               $0.17      $0.05     $0.25      $0.12
      Second Quarter              $0.32      $0.08     $0.55      $0.15
      Third Quarter               $0.31      $0.12     $0.51      $0.32
      Fourth Quarter              $0.19      $0.10     $0.50      $0.11

As of December 31, 2005, there were approximately 443 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 Unregistered Securities

During February and March 31, 2005, we issued 7,000,000 shares of common stock
in a private placement pursuant to Rule 506 of Regulation D of the Securities
Act of 1933 (the "Offering"). The Offering consisted of 14 units each including
500,000 shares of the Company's common stock at a purchase price of $0.07 per
share together with a warrant to purchase an additional 500,000 shares of the
Company's common stock at $0.10 per share. The warrant shall expire two years
from the date of issue. After one year from date of issue, if our common stock
closing price exceeds $0.20 per share for a continuous 30 day period, the holder
of the warrant shall have 45 days from the end of such 30 day period to
exercise. The gross proceeds received for this offering were $490,000.

On March 8, 2004, we entered into a $500,000 secured loan agreement with CCWIPP,
the same lender who had loaned $2.0 million to us in December 2002 and, a
company for whom Clifford Evans, our former Chairman of the Board from February
2004 to October 2004, served as a director. As additional consideration for this
loan, we issued 1,000,000 shares of its common stock to CCWIPP. The issuance of
the stock was exempt from the registration provisions of the Securities Act of
1933, as amended, (the "Act") pursuant to Section 4(2) thereof.


                                       7
<PAGE>

Equity Compensation Plan Information

During the year ended September 30, 2004, no options were granted and 386,667
options were cancelled as a result of employee terminations prior to vesting,
including 204,167 options which were cancelled pursuant to the termination
agreement with Eric Alden. During the year ended September 30, 2005, we did not
issue any options to purchase shares of common stock. In addition, options to
purchase 2,660,833 shares of its common stock expired during year ended
September 30, 2005. Accordingly, we had 300,000 options outstanding as of
September 30, 2005, 100,000 each to our current Chief Executive Officer, Chief
Financial Officer and a Director, all of which were granted March 1 2002, are
exercisable at a price of $0.45 per share and expire on June 1, 2006.

Equity Compensation Plan Table:

<TABLE>
<CAPTION>
                                               Number of securities to be
                                                issued upon exercise of                                 Number of securities
                                                  outstanding options,          Weighted Average        remaining available
                                                  warrants and rights            Exercise Price         for future issuance
                                                  -------------------            --------------         -------------------
<S>                                                           <C>                         <C>                           <C>
Equity compensation plans approved by
security holders                                                  -0-                     $0.00                         n/a
Equity compensation plans not approved
by security holders                                           300,000                     $0.45                         n/a
</TABLE>

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.

Forward Looking Statements

The following "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.

Overview

Case Financial, Inc. was incorporated in 1998 and completed a reverse
acquisition with Asia Web Holdings, Inc. ("Asia Web"), a publicly traded company
incorporated in the State of Delaware, on May 24, 2002. As part of the
transaction, Asia Web changed its name to Case Financial, Inc. and continued the
business of the Company. Case Financial, Inc. and its subsidiaries, Case
Financial, LLC, and Case Capital Corporation, (collectively "Case" or the
"Company") provide pre-settlement and post-settlement litigation funding
services to attorneys (and, previously, plaintiffs) involved in personal injury
and other contingency litigation, conducted primarily within the California
courts (the "Litigation Finance Business").


                                       8
<PAGE>

We have experienced substantial operating losses in our Litigation Finance
Business since completing the reverse acquisition with Asia Web and, as a
result, have depleted our working capital available for new advances under our
loan programs. At a Board of Directors meeting held October 7, 2004, five
directors resigned from the Board and an officer relinquished his positions as
Chief Executive Officer and Chief Financial Officer. At the same meeting, the
Board of Directors appointed four new directors to fill the seats created by
submission of the foregoing resignations effective as of the adjournment of the
meeting and a new Chairman of the Board of Directors was appointed in the
meeting.

By unanimous consent of the Board of Directors dated September 30, 2005, our
Board of Directors approved a resolution declaring that we would discontinue
further investment in our Litigation Finance Business other than the collection
or other disposition of our existing loan and investment portfolio.

We have reclassified on our 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. Furthermore, we have reclassified our consolidated financial
statements as of September 30, 2004 to reflect such accounting treatment.

We intend to continue our efforts to collect our existing portfolio of loans
receivable and investments in contracts, settle our outstanding obligations
resolve current litigation and minimize operating costs. We believe that our
available current cash resources and anticipated collections will be adequate to
fund our current limited level of operations through its fiscal year ended
September 30, 2006. However, to the extent our estimates and assumptions are
inaccurate and/or we are unable to successfully collect the amounts due on its
portfolio and settle outstanding obligations at reduced amounts, we may not have
sufficient cash resources to fund our ongoing obligations. In such event, we may
be required to seek other funding and/or consider a formal or informal
restructuring or reorganization. In the event we are successful in recovering
cash from these resources in excess of our operating needs, we may utilize this
cash to acquire new business opportunities.

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, 2005 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, 2005, and have reclassified our
consolidated financial statements as of September 30, 2004 to reflect such
accounting treatment, 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.

A significant estimate is the allowance for losses on investments in contracts.
Because of the inherent uncertainties in estimating the allowance for losses on
investments in contracts, it is likely that our estimate of the allowance for
losses on investments in contracts will change, as circumstances become better
known.


                                       9
<PAGE>

Long-lived assets:

We review for the impairment of long-lived assets, including the notes
receivable from Prior 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.

Results of Operations

Discontinued Operations

All revenue and expenses applicable to our Litigation Finance Business have been
reported as Loss from Discontinued Operations in Statement of Operations. The
components of Loss from Discontinued Operations for the years ended September
30, 2005 and September 30, 2004 consist of the following:

<TABLE>
<CAPTION>
                                                           Years Ended September 30
                                                             2005            2004
                                                          -----------     -----------
<S>                                                       <C>             <C>
      Revenues                                            $    84,878     $   738,376

      Provision for losses on investments in contracts         32,024         452,605
      Operating expenses                                      261,073         650,467
                                                          -----------     -----------
                                                              293,097       1,103,072
                                                          -----------     -----------
      Loss from discontinued operations                   $  (208,219)    $  (364,696)
                                                          ===========     ===========
</TABLE>

In the aggregate, our Loss from Discontinued Operations decreased by $156,477,
or 43%, to $208,219. Revenues from the Litigation Finance Business decreased
$653,498, or 89%, in the year ended September 30, 2005 over the year ended
September 30, 2004 as a result of having limited success in collecting the
balances owed from the oldest and most problematic cases remaining on our
portfolio from investments in prior years. Provision for losses decreased
$420,581 to $32,024 as a result of our having reserved for losses for the
majority of the investment portfolio in the year ended September 30, 2004.
Operation expenses in the Litigation Finance Business declined $389,394, or 60%,
to $261,073 as a result of termination of most of the personnel related to the
Litigation Finance Business during the year ended September 30, 2005.

General and Administrative Expenses

General and administrative expenses consist of costs not directly associated
with our Litigation Finance Business. For the year ended September 30, 2005,
administrative expenses decreased $461,183, or 38%, to $767,163. The decrease is
the result of reductions in reserved losses for litigation costs of $165,000,
legal, accounting and consulting costs of $199,143, rent expense of $53,557,
stock option compensation expense of $79,201 and insurance expense of $26,394.


                                       10
<PAGE>

Interest Expense

Interest expense was $429,197 for the year ended September 30, 2005 compared
with $389,183 for the year ended September 30, 2004, an increase of $40,014, or
10%, primarily as a result of our incurring a full years interest expense on a
$500,000 bridge loan from CCWIPP, a related party, which was received in March
2004 and interest on $287,000 in convertible debentures we issued on February
28, 2005.

Non-Cash Finance Expense

Non-cash finance expenses were $182,042 for the year ended September 30, 2005,
as compared with $599,057 during the year ended September 30, 2004, a decrease
of $417,015.

Non-cash finance expenses represent amortized costs of common stock, options and
warrants granted in conjunction with financing transactions. The principal
reason for the decrease in non-cash finance charges for the year ended September
30, 2005 is the amortization of costs in the amount of $450,000 associated with
granting of 1.0 million shares of our common stock as additional consideration
for the $500,000 secured term loan from CCWIPP in March 2004 which was fully
amortized by September 30, 2004, the due date of the note.

Liquidity and Capital Resources

In their report dated December 19, 2005 on the financial statements for the
fiscal year ended September 30, 2005; 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 losses of $ $1,586,202 and $2,578,438 during the years ended
September 30, 2005 and 2004, respectively. There was an accumulated deficit of
$14,030,360 as of September 30, 2005 and total liabilities exceeded total assets
by $4,871,616 as of September 30, 2005. Our current cash is not sufficient to
sustain our operations unless we are successful at collecting amounts due and
owing on our existing investment in contracts and loan receivable portfolios
and/or raising additional capital. 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, 2005 reflects cash of $14,367 compared to
cash of 8,383 at September 30, 2004, a decrease of $5,984. Net cash used in
operating activities was $779,495 for the year ended September 30, 2005 compared
to $956,973 for the year ended September 30, 2004, a decrease in cash used in
operating activities of $177,478. Net cash used in operating activities from
continuing operations was $742,110 for the year ended September 30, 2005 as
compared to $1,044,882 for the year ended September 30, 2004. The decrease is
the result of our efforts to reduce operating expenses for personnel, facilities
and professional fees. Net cash used in operating activities for discontinued
operations was $37,385 for the year ended September 30, 2005 as compared to
$87,909 of cash provided from operating activities of discontinued operations
for the year ended September 30, 2004, primarily the result of decreased
collections on our investments in contracts and loans receivable balances.

Investment Activities

Net cash provided by investing activities for the year ended September 30, 2005
was $311,055 compared to net cash provided by investing activities of $67,369
for the year ended September 30, 2004 an increase of $243,687. Net cash used in
investing activities from continuing operations for the year ended September 30,
2005 was $3,531 as compared to $0 for the year ended September 20, 2004
primarily as a result of a computer equipment purchase. Net cash provided by
investment activities from discontinued operations was $314,586 for the year
ended September 30, 2005 as compared to $67,369 of cash provided from investment
activities from discontinued operations for the year ended September 30, 2004 as
a result of increased collections of principal of our loans receivable
portfolio.


                                       11
<PAGE>

Financing Activities

Net cash provided by financing activities was $474,423 for the year ended
September 30, 2005 as compared to $730,336 for the year ended September 30, 2004
a decrease of $255,913. Net cash provided by financing activities from
continuing operations for the year ended September 30, 2005 was $518,047 as
compared to net cash provided by financing activities from continuing operations
of $633,888 for the year ended September 30, 2004, a decrease of $115,841. The
principal financing source for the year ended September 30, 2005 was a private
placement which generated $448,047 in gross proceeds as well as settling $41,953
in accrued consulting costs. Net cash used in financing activities from
discontinued operations was $43,624 for the year ended September 30, 2005 as
compared to $96,448 of cash provided from financing activities from discontinued
operations for the year ended September 30, 2004 as a result of discontinuing
the utilization of third party non recourse loans for funding of cases.

We are in default on all of our recourse debt obligations and, although no
formal demands for payment have been made by any of the lenders other than
claims on a $600,000 and $40,000 note from a former officer and director who has
commenced a legal proceeding for collection, there is no assurance that such
demands will not be made in the future and that the Company will be able to
resolve such demands.

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 do not know the ultimate business we may elect to pursue.

We have not identified and have no commitments to enter into or acquire a
specific business opportunity and therefore we can disclose the risks and
hazards of a business or opportunity that we acquire only in a general manner,
and cannot disclose the risks and hazards of any specific business or other
opportunity that we may enter into. An investor can expect a potential business
opportunity to be quite risky. Our acquisition of or participation in a business
opportunity could result in a total loss to our investors and stockholders if
the target business is unsuccessful. Further, any investment in us may continue
to be highly illiquid.

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.


                                       12
<PAGE>

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.

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.


                                       13
<PAGE>

Item 7. Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -

To the Board of Directors and Stockholders
Case Financial, Inc.

We have audited the accompanying consolidated balance sheet of Case Financial,
Inc. (a Delaware corporation) and subsidiaries as of September 30, 2005 and the
related consolidated statements of operations, stockholders' deficiency, and
cash flows for the years ended September 30, 2005 and 2004. 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 audit.

We conducted our audit of these statements 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 subsidiaries as of September 30, 2005, and the results of
its consolidated operations and its cash flows for the years ended September 30,
2005 and 2004 in conformity with accounting principles generally accepted in the
United States of America.

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has accumulated deficit of $14,030,360 as of September 30,
2005 and has incurred net losses of $1,586,202 and $2,578,438 for the years
ended September 30, 2005 and 2004 respectively. These factors as discussed in
Note 14 to the consolidated financial statements, raises substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 14. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

KABANI & COMPANY, INC.
CERTIFIED PUBLIC ACCOUNTANTS

Los Angeles, California
December 19, 2005


                                       14
<PAGE>

                      CASE FINANCIAL INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                                   September 30,
                                                                      2005
                                                                   ------------
ASSETS
Cash and cash equivalents                                          $     14,367
Restricted cash                                                          25,000
Prepayments and deposits                                                 74,193
Equipment, at cost, net of accumulated depreciation of $15,884
  at September 30, 2005                                                   4,355
Assets from discontinued operations                                   2,005,846
                                                                   ------------
                                                                   $  2,123,761
                                                                   ============

LIABILITIES AND STOCKHOLDERS'  (DEFICIENCY)
Accounts payable and accrued expenses                              $    259,243
Accrued interest                                                        709,033
Convertible debentures payable                                          273,446
Loans payable - related parties                                       3,429,377
Loans payable                                                           268,460
Liabilities from discontinued operations                              2,055,818
                                                                   ------------
                                                                      6,995,377
                                                                   ------------

STOCKHOLDERS' (DEFICIENCY)
Common stock, par value $0.001 per share,
  100,000,000 shares authorized, 24,019,236 shares issued and
  outstanding at September 30, 2005                                      24,019
Common stock to be issued, 600,000 shares                                60,000
Paid-in-capital                                                       9,074,725
Accumulated deficit                                                 (14,030,360)
                                                                   ------------
                                                                     (4,871,616)
                                                                   ------------
TOTAL LIABILITIES AND
  STOCKHOLDERS' (DEFICIENCY)                                       $  2,123,761
                                                                   ============

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       15
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                     Years Ended September 30,
                                                       2005             2004
                                                   ------------     ------------
<S>                                                <C>              <C>
REVENUE                                            $         --     $         --

OPERATING EXPENSES
  General and administrative                            767,163        1,228,346
                                                   ------------     ------------
     TOTAL OPERATING EXPENSES                           767,163        1,228,346
                                                   ------------     ------------
  LOSS FROM OPERATIONS                                 (767,163)      (1,228,346)

OTHER INCOME (EXPENSE)
  Interest income                                           419              530
  Interest expense                                     (429,197)        (389,183)
  Non-cash finance expenses                            (182,042)        (599,057)

  Other income                                               --            2,314
                                                   ------------     ------------
     TOTAL OTHER INCOME (EXPENSE)                      (610,820)        (985,396)
                                                   ------------     ------------
NET LOSS FROM CONTINUING OPERATIONS                  (1,377,983)      (2,213,742)

LOSS FROM DISCONTINUED OPERATIONS                       208,219          364,696
                                                   ------------     ------------

     NET LOSS                                      $ (1,586,202)    $ (2,578,438)
                                                   ============     ============

Net loss per common share -- basic and diluted:
  From continuing operations                       $      (0.07)    $      (0.13)
                                                   ============     ============
  From discontinued operations                     $      (0.01)    $      (0.02)
                                                   ============     ============
  Net Loss                                         $      (0.08)    $      (0.16)
                                                   ============     ============
  Weighted average number of common shares -
  basic and diluted                                  19,407,323       16,603,929
                                                   ============     ============
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       16
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIENCY
                 For the years ended September 30, 2005 and 2004

<TABLE>
<CAPTION>
                                                                      Additional
                                                                       Paid in          Shares to     Accumulated
                                        Shares          Amount         Capital          be Issued       Deficit            Total
                                     ------------    ------------    ------------     ------------    ------------     ------------
<S>                                    <C>           <C>             <C>              <C>             <C>              <C>
Balance, September 30, 2003            15,561,108    $     15,561    $  7,888,057     $         --    $ (9,865,720)    $ (1,962,102)

Correction to outstanding stock           458,128             458            (458)              --              --               --
Common stock issued in connection
  with bridge loan                      1,000,000           1,000         449,000               --              --          450,000
Warrants issued in connection with
  debt financing                               --              --          45,659               --              --           45,659
Stock/option compensation charged
  to expense                                   --              --          94,351               --              --           94,351

Net (loss)                                     --              --              --               --      (2,578,438)      (2,578,438)
                                     ------------    ------------    ------------     ------------    ------------     ------------

Balance, September 30, 2004            17,019,236          17,019       8,476,609               --     (12,444,158)      (3,950,530)
                                     ------------    ------------    ------------     ------------    ------------     ------------
Amortization of warrants issued in
  connection with debt financing               --              --          95,983               --              --           95,983
Common stock issued in private
  placement                             7,000,000           7,000         483,000               --              --          490,000
Common stock to be issued for
  Director's compensation,
  600,000 shares                               --              --              --           60,000              --           60,000
Value of conversion feature
  for convertible debentures                   --              --          19,133               --              --           19,133

Net (loss)                                     --              --              --               --      (1,586,202)      (1,586,202)
                                     ------------    ------------    ------------     ------------    ------------     ------------
Balance, September 30, 2005            24,019,236    $     24,019    $  9,074,725     $     60,000    $(14,030,360)    $ (4,871,616)
                                     ============    ============    ============     ============    ============     ============
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       17
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                           Years ended September 30,
                                                                                             2005            2004
                                                                                          -----------     -----------
<S>                                                                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                                  $(1,586,202)    $(2,578,438)
Loss from discontinued operations                                                             208,219         364,696
                                                                                          -----------     -----------
Loss from continuing operations                                                            (1,377,983)     (2,213,742)
Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation                                                                                 19,956          38,134
  Amortization of debt premium                                                                136,730         212,237
  Amortization of warrants issued with debt                                                    95,983          45,659
  Amortization of beneficial conversion feature of convertible debentures                       5,579              --
  Common stock and options for compensation                                                    60,000          94,351
  Common stock issued with debt                                                                    --         450,000
  Changes in operating assets and liabilities
      (Increase) decrease in prepayments and other assets                                      35,415         (47,123)
      Increase (decrease) in accounts payable and other liabilities                           282,210         375,602
                                                                                          -----------     -----------
          Net cash used in continuing operations                                             (742,110)     (1,044,882)
          Net cash provided by (used in) discontinued operations                              (37,385)         87,909
                                                                                          -----------     -----------
          Net cash used by operating activities                                              (779,495)       (956,973)
                                                                                          -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Loss on disposal of equipment                                                              (650)             --
      Purchase of equipment                                                                    (2,881)             --
                                                                                          -----------     -----------
          Net cash used in continuing operations                                               (3,531)             --
          Net cash provided by discontinued operations                                        314,586          67,369
                                                                                          -----------     -----------
          Net cash provided by investing activities                                           311,055          67,369
                                                                                          -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from private placement                                                             448,047              --
  Proceeds from borrowings                                                                         --         145,000
  Repayments of borrowings                                                                         --         (25,000)
  Proceeds from related party borrowings                                                       70,000         673,139
  Repayments of related party borrowings                                                           --        (159,251)
                                                                                          -----------     -----------
          Net cash provided by continuing operations                                          518,047         633,888
          Net cash provided by (used in) discontinued operations                              (43,624)         96,448
                                                                                          -----------     -----------
          Net cash provided by financing activities                                           474,423         730,336
                                                                                          -----------     -----------
NET (DECREASE) INCREASE IN CASH                                                                 5,984        (159,268)
CASH - BEGINNING OF PERIOD                                                                      8,383         167,651
                                                                                          -----------     -----------
CASH - END OF PERIOD                                                                      $    14,367     $     8,383
                                                                                          ===========     ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid during the nine month period for:
  Interest                                                                                $        --     $   138,524
                                                                                          ===========     ===========
  Income taxes                                                                            $     2,400     $     2,400
                                                                                          ===========     ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
AND INVESTING ACTIVITIES:
  Warrants issued with debt                                                               $        --     $   149,056
                                                                                          ===========     ===========
  Common Stock issued with debt March 2004                                                $        --     $   450,000
                                                                                          ===========     ===========
  Accrued expenses settled through private placement                                      $    41,953     $        --
                                                                                          ===========     ===========
  Loans receivable principal paid directly to non-recourse loan payable                   $   523,000     $        --
                                                                                          ===========     ===========
  Acquisition of interest in loan portfolio through issuance of convertible debentures    $   287,000     $        --
                                                                                          ===========     ===========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       18
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     Years Ended September 30, 2005 and 2004

1.    Organization and Basis of Presentation

      Nature of activities:

      Case Financial, Inc. was incorporated in 1998 and completed a reverse
      acquisition with Asia Web Holdings, Inc. ("Asia Web"), a publicly traded
      company incorporated in the State of Delaware, on May 24, 2002. As part of
      the transaction, Asia Web changed its name to Case Financial, Inc. Case
      Financial, Inc. and its subsidiaries, Case Financial, LLC, and Case
      Capital Corporation, (collectively "Case" or the "Company") provided
      recourse and non-recourse pre-settlement and post-settlement litigation
      funding services to attorneys (and, previously, plaintiffs) involved in
      personal injury and other contingency litigation, conducted primarily
      within the California courts in the form of loans and investments in
      contracts (the "Litigation Finance Business").

      The Company has experienced substantial operating losses since completing
      its reverse acquisition with Asia Web and, as a result, depleted its
      working capital available for new advances under its loan programs. At a
      Board of Directors meeting held October 7, 2004, five directors resigned
      from the Board and an officer of the Company relinquished his positions as
      Chief Executive Officer and Chief Financial Officer of the Company. At the
      same meeting, the Board of Directors appointed four directors to fill the
      seats created by submission of resignations effective as of the
      adjournment of the meeting and new Chairman of the Board of Directors was
      appointed in the meeting.

      By unanimous consent of the Board of Directors dated September 30,2005,
      the Board of Directors approved a resolution to become declaring the
      Company shall discontinue further investment in its Litigation Finance
      Business other than the collection or other disposition of its existing
      loan and investment portfolio. The Board further discussed that it shall
      continue to actively seek new business opportunities for the Company.

      Financial Statement Presentation:

      The Company has incurred recurring operating losses since its inception.
      As of September 30, 2005, the Company had an accumulated deficit of
      $14,030,360, a stockholders' deficiency of $4,871,616, and a net loss and
      negative cash flows from continuing operating activities for the year
      ended September 30, 2005 of $1,377,983 and $779,495, respectively, and has
      insufficient capital to fund all of its obligations. The Company has been
      unable to abide by the payment terms on all of its recourse loans payable
      and a demand for payment has been made by one note holder for $640,000
      though the Company is disputing the validity of these obligations. The
      Company discontinued its Litigation Finance Business and, as a result, the
      Company has no revenue-generating business operations at September 30,
      2005 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.

      The Company's management intends to continue efforts to collect the
      Company's existing portfolio of loans receivable and investments in
      contracts as well as settle the Company's outstanding obligations and
      minimize operating costs. The Company believes that its available current
      cash resources and anticipated collections will be adequate to fund its
      current limited level of operations through its fiscal year ended
      September 30, 2006. However, to the extent the Company's estimates and
      assumptions are inaccurate and/or the Company is unable to successfully
      collect the amounts due on its portfolio and settle outstanding
      obligations at reduced amounts, the Company may not have sufficient cash
      resources to fund its ongoing obligations. In such event, the Company may
      be required to seek other funding and/or consider a formal or informal
      restructuring or reorganization.


                                       19
<PAGE>

      The Company's management may also consider various strategic alternatives
      in the future, including the acquisition of new business opportunities,
      which may be from related or unrelated parties. However, there can be no
      assurances that such efforts will ultimately be successful. The Company
      may finance any acquisitions through a combination of debt and/or equity
      securities.

2.    Significant Accounting Policies

      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, 2005 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, 2005, and has reclassified its consolidated financial
      statements as of September 30, 2004 to reflect such accounting treatment,
      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
      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. Management closely monitors the
      progress of each case in order to reevaluate its estimate of uncollectible
      investments in contracts and loans receivable.

      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.


                                       20
<PAGE>

      Depreciation:

      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

      Long-lived assets:

      The Company reviews for the impairment of long-lived assets, including the
      notes receivable from affiliate, 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.

      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.

      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.

      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.

      Loss per common share:

      Basic and diluted loss per common share is computed by dividing the net
      loss by the weighted average number of common shares outstanding for each
      of the periods presented. The weighted average number of common shares
      outstanding for computing the basic and diluted loss per common share was
      19,407,323 and 16,603,929 for the years ended September 30, 2005 and 2004,
      respectively. The weighted average number of common shares outstanding
      does not include 10,800,000 and 6,778,333 options and warrants outstanding
      at September 30, 2005 and 2004, respectively, because they are
      antidilutive and does not include 600,000 shares of common stock issued on
      October 25, 2005 to Director's of the Company for services rendered for
      the year ended September 30, 2005 that were accrued as Shares to be Issued
      as of September 30, 2005.


                                       21
<PAGE>

      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. The fair value of receivables from related parties, notes
      receivable from affiliate, and loans payable related parties cannot be
      reasonably estimated due to their related party nature.

      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.

      Recent Accounting Pronouncements:

      In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based
      Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No.
      123R requires companies to recognize in the statement of operations the
      grant- date fair value of stock options and other equity-based
      compensation issued to employees. FAS No. 123R is effective beginning in
      the Company's second quarter of fiscal 2006. The Company believes that the
      adoption of this standard will have no material impact on its financial
      statements.

      In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of
      Nonmonetary Assets." The Statement is an amendment of APB Opinion No. 29
      to eliminate the exception for nonmonetary exchanges of similar productive
      assets and replaces it with a general exception for exchanges of
      nonmonetary assets that do not have commercial substance. The Company
      believes that the adoption of this standard will have no material impact
      on its financial statements.

      In May 2005, the Financial Accounting Standards Board ("FASB") issued
      Statement of Financial Accounting Standards ("SFAS") No. 154, "Accounting
      Changes and Error Corrections". SFAS No. 154 changes the requirements for
      the accounting for and reporting of a change in accounting principle. In
      addition, it carries forward without change the guidance contained in APB
      Opinion No. 20 for reporting the correction of an error in previously
      issued financial statements and a change in accounting estimate. SFAS No.
      154 requires retrospective application to prior periods' financial
      statements of changes in accounting principle in most circumstances. The
      provisions of SFAS 154 are effective in fiscal years beginning after
      December 15, 2005. The Company plans to adopt SFAS No. 154 at the
      beginning of fiscal 2006.


                                       22
<PAGE>

      Other recent accounting pronouncements issued by the FASB (including its
      Emerging Issues Task Force), the AICPA, and the SEC did not or are not
      believed by management to have a material impact on the Company's present
      or future consolidated financial statements.

      Reclassifications:

      Certain items in prior financial statements are reclassified to conform to
      the current presentation.

3.    Discontinued Operations

      The Company has discontinued further investment in its Litigation Finance
      Business other than the collection or other disposition of its existing
      loan and investment portfolio and accordingly has reclassified on its
      Consolidated Balance Sheet all assets and liabilities associated with the
      Litigation Finance Business as Assets and Liabilities from Discontinued
      Operations. Included in this reclassification is a 65.63% interest in
      secured notes issued by Case Financial Funding, Inc, a subsidiary of Old
      Case ("CFF"), acquired in February 2005 and valued at $287,000 as of the
      date acquired, that provide the holder with a secured interest in the
      proceeds of the outstanding cases of CFF as more fully described in Note 7
      - Convertible Debentures. 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. Furthermore the Company has reclassified its
      consolidated financial statements as of September 30, 2004 to reflect such
      accounting treatment. A summary of the assets and liabilities so
      classified is as follows:

                                                                   September 30,
                                                                        2005
                                                                   ------------
            Discontinued Assets
                Service fees receivable net of impairment
                allowance of $122,520                               $        86
                Investments in contracts, net of allowance for
                contract losses of $470,411                           1,905,761
                Loans receivable, net of allowance for bad
                debts of $99,851                                        100,000
                                                                    -----------
                                                                    $ 2,005,846
                                                                    ===========
            Discontinued Liabilities
                Accounts payable                                    $   292,588
                Non recourse loans payable - related parties (1)      1,484,681
                Non recourse loans payable (2)                          278,549
                                                                    -----------
                                                                    $ 2,055,818
                                                                    ===========

            (1)   Notes to major stockholders, officers and directors
                  collateralized by specifically identified investments in
                  contracts, payable upon settlement of the related investments
                  in contracts plus either 75% or 50% of the fee income earned
                  thereon. Repayment of these notes is contingent upon recovery
                  of the specifically identified investments in contracts.

            (2)   Notes collateralized by specifically identified investments in
                  contracts, payable upon settlement of the related investments
                  in contracts plus either 75% or 50% of the fee income earned
                  thereon. Repayment of these notes is contingent upon recovery
                  of the specifically identified investments in contracts


                                       23
<PAGE>

      Net revenues and losses from discontinued operations are as follows:

<TABLE>
<CAPTION>
                                                           Years Ended September 30,
                                                             2005            2004
                                                          -----------     -----------
<S>                                                       <C>             <C>
      Revenues                                            $    84,878     $   738,376

      Provision for losses on investments in contracts         32,024         452,605
      Operating expenses                                      261,073         650,467
                                                          -----------     -----------
                                                              293,097       1,103,072
                                                          -----------     -----------
      Loss from discontinued operations                   $  (208,219)    $  (364,696)
                                                          ===========     ===========
</TABLE>

4.    Equipment

      The Company wrote off at cost $168,176 in fully depreciated, abandoned
      equipment during the year ended September 30, 2005. Equipment consisted of
      the following:

                                                          September 30,
                                                               2005
                                                          -------------
           Computer Software                                $   3,240
           Office furniture and fixtures                        3,077
           Office Equipment                                    13,922
                                                            ---------
                                                                   39

           Less: Accumulated depreciation                      15,884
                                                            ---------
                                                            $   4,355
                                                            =========

5.    Loans Payable, Related Parties

      The related party debt consists of the following:

                                                                   September 30,
                                                                       2005
                                                                       ----
            Note payable to major stockholder, uncollateralized,
            interest payable monthly at 12.0% per annum, due
            December 12, 2006 (1)                                     2,000,000

            Secured note payable, major shareholder, secured by a
            lien on all assets of the Company, interest payable
            monthly at 12.0% per annum, due September 8, 2004 (2)       500,000

            Note payable, unsecured, payable May 23, 2004 plus
            interest at 8% per annum. (3)                               600,000

            Notes payable, uncollateralized, interest payable
            monthly at 12.0% per annum, due January 1, 2007 (4)         150,000

            Promissory demand notes, unsecured , interest payable
            monthly at 12.0% per annum (5)                              210,000
                                                                     ----------
                                                                     $3,460,000
                                                                     ==========


                               24
<PAGE>

      (1)   This loan also included warrants to purchase 2,000,000 shares of the
            common stock of the Company at $0.50 per share and warrants to
            purchase 1,000,000 shares of the common stock of the Company at
            $0.80 per share that expire in four years. The value of the
            warrants, determined utilizing the Black Scholes option-pricing
            model, was recorded as a debt discount and amortized over the life
            loan. CCWIPP agreed to a deferral on interest payments and a
            suspension of any collection actions for defaults previously
            asserted under this note, including the failure to register the
            common shares underlying these warrants for resale, for a period of
            six months, commencing with the date of the interest payment that
            had been due for February 2004. In consideration of this deferral,
            the Company agreed to reduce the exercise price on the warrants to
            purchase 1,000,000 shares of the common stock of the Company at
            $0.80 to a revised exercise price of $0.50 per share. The value of
            the reduction in the exercise price of the warrants was determined
            to be $150,500 utilizing the Black Scholes option-pricing model and
            is being amortized as additional interest expense over the remaining
            life of the loan. The Company is in default on this loan and has
            been unable to resume interest subsequent to the expiration of this
            deferral in July 2004 and, as of September 30, 2005, total accrued
            interest totaled $399,781.

      (2)   In March 2004, the Company entered into a $500,000 secured loan
            agreement with the CCWIPP. This loan was due and payable in a lump
            sum, inclusive of interest at the rate of 12% per annum, on or
            before the sooner of the date the Company had completed additional
            equity financings aggregating in excess of $3.0 million or September
            8, 2004. The loan is secured by a lien on all assets of the Company.
            As additional consideration for this loan, the Company issued
            1,000,000 shares of its common stock to the lender. The market value
            as of the date of the loan of the common stock issued has been
            amortized over the life of the loan resulting in a charge for year
            ended September 30, 2004 of $450,000 to non-cash finance expense.
            The Company is in default on this loan and, as of September 30,
            2005, total accrued interest totaled $93,833.

      (3)   In May 2002 in conjunction with the acquisition of Case Financial
            LLC, the Company assumed $700,000 in unsecured promissory notes,
            bearing interest at 8%, which, at the time assumed were payable to
            two related-party stockholders. The first note for $600,000, which
            was due in May 2004, was to a former director and former interim CEO
            and CFO of the Company. On March 30, 2004, Mr. Bibicoff agreed to a
            six month deferral on interest payments commencing with the interest
            payment that had been due for March 2004 and a deferral of the
            principal payment to September 30, 2004. In addition, he agreed to a
            suspension of any collection actions for any prior defaults under
            this note. The second note, for $100,000, was to a relative of one
            of the Company's former CEO's. As of June 7, 2004, the Company
            entered into an agreement and mutual release with the former CEO
            which included provisions for this former officer, director and
            shareholder to divest of the majority of his shares of the Company's
            common stock. The new management, which assumed control as of
            October 7, 2004 is investigating the adequacy of the consideration
            and the legal validity of the release. As a result of the foregoing,
            the Company has reclassified the $100,000 unsecured promissory note
            due May 2005 from Loans Payable-Related Parties to Loans Payable.
            The noteholder has informed the Company that this $100,000 note was
            due May 2004. The Company is investigating this matter. The Company
            is in default on both of these notes due to non payment of interest
            (and principal, in the case of the $600,000 note) and, as of
            September 30, 2005, total accrued interest on the $600,000 totaled
            $88,000. The note holder of the $600,000 has filed suit against the
            Company for non payment (See Note 9; Contingencies)


                                       25
<PAGE>

      (4)   Effective January 1, 2003, an accredited investor, which is now a
            related party 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. As part of the conversion, the Company cancelled four
            year warrants to purchase 75,000 shares of common stock at $0.60 per
            share, and issued four year warrants to purchase: (i) 150,000 shares
            of common stock at an exercise price of $0.50 and (ii) 75,000 shares
            of common stock at an exercise price of $0.80. The Company also
            agreed to register the common stock underlying the warrants for
            resale. On March 30, 2004, in conjunction with changes the Company
            implemented with respect to its senior management and its Board of
            Directors, the lender agreed to a deferral on interest payments
            under this note and a suspension of any collection actions for prior
            defaults under this note, commencing with the payment that had been
            due for January 2004 for a period of six months. In consideration of
            this deferral, the Company agreed to reduce the exercise price on
            warrants to purchase 75,000 shares of the common stock of the
            Company at $0.80 to a revised exercise price of $0.50 per share. All
            other terms of the warrants remain unchanged. The increase in the
            fair value of the foregoing warrants as a result of the reduction in
            the exercise price as well as the initial value are being amortized
            over the remaining life of the warrants and charged to non-cash
            finance expense. The Company is in default on this note due to non
            payment of interest and, as of September 30, 2005, accrued interest
            totaled $31,500.

      (5)   The Company had outstanding as of September 30, 2005 and 2004,
            $210,000 and $140,000, respectively, in unsecured promissory demand
            notes, all to former and current directors. The holders of these
            demand notes agreed to a deferral on interest payments and the
            principal payment commencing with the interest payment due March
            2004 for a period of six months. The Company is in default on all of
            these notes due to non payment of interest and, as of September 30,
            2005, accrued interest totaled $41,110. The note holder of the
            $40,000 of these notes has filed suit against the Company for non
            payment (See Note 9; Contingencies)

6.    Loans Payable, Unrelated Parties

      The unrelated party debt consists of the following:

                                                                   September 30,
                                                                       2005
                                                                       ----
            Note payable unsecured payable May 23, 2004 plus
            interest at 8% per annum. (1)                               100,000

            Notes payable, uncollateralized, interest payable
            monthly at 12.0% per annum, due January 1, 2007 (2)          50,000

            Promissory demand notes, unsecured , interest payable
            monthly at 12.0% per annum (3)                              120,000


                                       26
<PAGE>

      (1)   In May 2002 in conjunction with the acquisition of Case Financial
            LLC, the Company assumed $700,000 in unsecured promissory notes,
            bearing interest at 8%, which, at the time assumed were payable to
            two related-party stockholders. The first note for $600,000, which
            was due in May 2004, was to a director and former interim CEO and
            CFO of the Company. The second note, for $100,000, was to a relative
            of the Company's former CEO. As of June 7, 2004, the Company entered
            into an agreement and mutual release with the former CEO which
            included provisions for this former officer, director and
            shareholder to divest of the majority of his shares of the Company's
            common stock. As a result of the foregoing, the Company has
            reclassified the $100,000 unsecured promissory note due May 2005
            from Loans Payable-Related Parties to Loans Payable. The noteholder
            has informed the Company that this $100,000 note was due May 2004.
            The Company is investigating this matter. The Company is in default
            on this note due to non payment of interest and, as of September 30,
            2005, accrued interest totaled $8,667.

      (2)   The principal amount of this promissory note was $50,000. Effective
            January 1, 2003, the noteholder 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. As part of the
            conversion, the Company cancelled four year warrants to purchase
            25,000 shares of common stock at $0.60 per share, and issued four
            year warrants to purchase: (i) 50,000 shares of common stock at an
            exercise price of $0.50 and (ii) 25,000 shares of common stock at an
            exercise price of $0.80. The Company also agreed to register the
            common stock underlying the warrants for resale. The Company is in
            default on this note due to non payment of interest and, as of
            September 30, 2005, accrued interest totaled $7,500.

      (3)   The Company had outstanding as of September 30, 2004, $120,000 in
            unsecured promissory demand notes to the former CEO and a relative
            of the former CEO which bear interest at 12%. The Company is in
            default on these notes due to non payment of interest and, as of
            September 30, 2005, accrued interest totaled $24,970.

7.    Convertible Debentures

      On February 28, 2005, the Company purchased a 65.63% interest valued at
      $287,000 as of the date acquired based upon the pro rata collectible
      principal in the remaining case portfolio of Case Financial Funding, Inc,
      a subsidiary of Old Case ("CFF"), by acquiring 65.63% of the secured notes
      issued by CFF that provide the holder with secured interest in the
      proceeds of the outstanding cases of CFF. This investment has been
      reclassified as a discontinued asset. As consideration for this purchase,
      the Company issued a convertible debenture in the amount $287,000. The
      principal amount of the debenture is due and payable in full two years
      from the date of issue unless converted into common stock of the Company
      at a conversion price of $0.15 per share, a total of 1,913,333 shares. The
      Company has the right at anytime, after one year, to require conversion of
      the debenture into shares of common stock at $0.15 per share, provided
      that: the stock at anytime trades at $0.30 or higher for a consecutive
      period of 30 trading days. Interest is payable semi-annually at a rate of
      5% per annum. The Company recorded the beneficial conversion feature
      associated with the convertible debentures in the amount of $19,133
      representing the difference between the $0.15 per share exercise price of
      the conversion feature and the $0.16 per share market value of the
      Company's common stock on the date of the debenture. The $19,133
      beneficial conversion is being amortized as additional interest over the
      two year term of the convertible debenture. The Company accrued interest
      expense of $8,371 and recognized $5,579 in non cash interest related to
      amortization of the beneficial conversion feature as of September 30,
      2005.


                                       27
<PAGE>

8.    Commitments

      The Company conducts its operations utilizing leased facilities under a
      non-cancelable operating lease agreement expiring on October 31, 2006.
      Future minimum lease commitments, excluding property taxes and insurance,
      are as follows:

                           Period ending September 30,

                           2006            $  23,701
                           2007                1,980
                                           ---------

                           Total           $  25,681
                                           =========

9.    Contingencies

      On November 9, 2005, the Company and L&M Specialties, Inc., a company
      controlled by the Chairman of the Board and Chief Executive Officer of the
      Company, filed suit in the U.S. District Court, Southern District of
      Florida, located in Miami, Florida, against Canadian Commercial Workers
      Industry Pension Plan, known as CCWIPP, a large debenture and shareholder
      of the Company, South Ocean Development Company, Ltd. (a subsidiary of
      CCWIPP), Allen & Company and certain individuals for breach of fiduciary
      duties, fraudulent inducement, breach of contract and declaratory
      judgment. The suit seeks damages against the defendants arising out of
      their conduct with respect to certain agreements to purchase a waterfront
      hotel property, overlooking a golf course and marina, including a gaming
      license, located on the island of New Providence, Bahamas and to purchase
      $2.5 million of outstanding Case Financial debentures held by CCWIPP.

      The South Ocean Development Company, Ltd signed a letter of intent to sell
      the property on March 26, 2005, with L&M Specialties Inc. CCWIPP had
      required that an entity other than the Company enter into the agreement
      until such time that the property could be conveyed to the Company. Both
      the Company and L&M Specialties agreed to this arrangement.

      The suit alleges, among other things, that the defendants violated the
      exclusivity provisions of the agreement for purchasing the property in the
      Bahamas, attempted to lure away investment groups introduced to the
      property by plaintiffs, and fraudulently induced plaintiffs into agreeing
      to purchase the debentures in return for an extension of the deadlines in
      the agreement to purchase the property, which defendants did not intend to
      perform. The suit alleges that defendants obtained the agreements from
      plaintiffs in order to deflect and mitigate an ongoing investigation of
      CCWIPP by the Financial Services Commission of Ontario, Canada. The
      Company, through its officers and directors, has made several attempts to
      resolve the breach to no avail, resulting in the filing of this action.
      Such litigation could be protracted, costly and with no assurance that
      plaintiffs will be successful.


                                       28
<PAGE>

      On August 8, 2005, a lawsuit was filed against the Company by a former CEO
      and director in the Superior Court of the State of California, Case Number
      BC 337914, demanding payment of two promissory notes in the amounts of
      $600,000 and $40,000 and purporting other amounts due and owning by the
      Company for past wages and other fees due related to cases for which the
      former CEO and director participated in the funding. It is the Company's
      position that the notes were the result of improper, invalid and illegal
      transfers of debts from other entities to Case Financial that were done
      without Board Approval in violation of Delaware and California Corporate
      Law and in breach of the former CEO and director fiduciary duties. The
      Company does not believe the outcome of this case will have a material
      effect on the financial condition of the Company as stated in that the
      promissory notes and the accrued interest thereon are recorded as
      liabilities of the Company and other claims purported to be due and owning
      by the Company for past wages and other fees due related to cases for
      which the former CEO and director participated in the funding are without
      merit.

      On March 25, 2005 a derivative lawsuit was filed by a major stockholder
      and secured lender 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 current 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. Management believes that the outcome of this
      case will not have a material impact on the financial condition of the
      Company. On October 5, 2005, Mr. Gregory, Mr. Pollock, and the Company
      executed a Settlement and Release Agreement regarding this action pursuant
      to which; a) Mr. Gregory will return to the Company for cancellation
      750,000 shares of common stock owned or controlled by him and return and
      cancel two promissory notes of the Company totaling $100,000; b) Mr.
      Pollock will return to the Company for cancellation 100,000 shares of
      common stock owned or controlled by him and repay in cash to the Company
      $15,160; c) Mr. Pollock and Mr. Gregory will be released from further
      action by the majority stockholder and the Company with respect to the
      claims made in the derivative lawsuit, and; d) Mr. Pollock and Mr. Gregory
      agree to waive any and all further claims against the Company and the
      major stockholder. The foregoing agreement is subject to approval by the
      Court of Chancery in the State of Delaware. Mr. Alden and Mr. Bibicoff
      remain as defendants in this action. Further, Mr. Alden filed a breach of
      contract action which has been stayed by the court pending outcome of the
      derivative action suit.

      The Company was served with a complaint in October 2004 filed in the San
      Diego Superior Court, North County District, Case Number GIN040080 from an
      attorney who had represented the Company on a previous legal matter for
      contract, breach of contract, common counts, imposition and foreclosure of
      attorneys' lien, injunctive relief and declaratory relief seeking damages
      in the amount of $31,741.32 for legal services rendered. The Company
      believes the amount sought to be in excess of the fair value of the
      services rendered and is defending this suit. The full amount of the claim
      asserted by the plaintiff in this matter has been recorded in the
      Company's books as legal expense as of September 30, 2005. On November 2,
      2005 the Company settled for an initial payment of $5,000 with the
      remaining balance due of $10,000.00 to be paid within six months with
      minimum payments of $1,000 per month beginning December 1, 2005. If the
      $15,000 balance is not paid in full by May 1, 2006, the Company will be
      obligated to five additional payments of $1,000 per month, for a total of
      $20,000.00. If any monthly payment is late, the stipulated judgment amount
      is due in full plus attorneys fees.


                                       29
<PAGE>

      The Company was served with a complaint in May 2004 filed in the Los
      Angeles Superior Court, Central District, Case Number BC 316068, from an
      unrelated third party asserting securities fraud, fraud, breach of
      contract and unfair business practices against the Company and seeking
      damages of $65,000. The plaintiff claims that she had loaned the Company
      the sum of $40,000 pursuant to a verbal agreement and was promised
      repayment within 45 days plus a 25% profit. The funds were utilized by the
      Company for a non-recourse advance which the Company was unable to recover
      and the principal amount of this obligation is included in non recourse
      loans payable-unrelated parties on the Company's balance sheet. The
      Company has made offers to settle this matter and believes the ultimate
      outcome will not have a material impact on the Company's financial
      condition. On December 13, 2005, the Company settled this matter by
      agreeing to pay the plaintiff $20,000 in cash and assign the first $20,000
      in potential proceeds that may be derived in another action initiated by
      the Company against the attorney to whom the non-recourse advance was
      given. The carrier of the Company's Director's and Officer's insurance
      policy agreed to pay the $20,000 cash payment required.

      The Company was served with a complaint in February 2004 filed with the
      Los Angeles Superior Court, Northwest District, Case Number LC 067786,
      naming the Company and a former director of the Company Harvey Bibicoff,
      as co-defendants in a case against Old CFI claiming a breach of a
      promissory note by Old Case and asserting fraud seeking damages of
      $140,000 plus attorneys fees and punitive damages. The Company continues
      to defend this suit and believes the ultimate outcome will not have a
      material impact on the Company's financial condition. The Company has
      accrued $140,000 as of September 30, 2004 as general and administrative
      expenses for this potential claim.

      The Company is in default on all of its recourse debt obligations as
      described in Notes 5 and 6 and, although no formal demands for payment
      have been made by any of the lenders other than claims on the $600,000 and
      $40,000 noted as described above,, there is no assurance that such demand
      will not be made in the future and that the Company will be able to
      resolve such demands.

      In addition to the foregoing, the Company has initiated several action
      against attorneys who where the beneficiary of the companies litigation
      financing programs and who breached their agreements with the Company
      relative to such financing. The Company has fully reserved the amounts
      outstanding for these advances which have since been classified as assets
      from discontinued operations.

10.   Taxes on Income

      No provision was made for Federal income tax since the Company has
      significant net operating loss. As of September 30, 2005, the Company had
      available federal and state net operating loss carryforwards amounting to
      approximately $12,048,387 and $11,445,728 respectively, that may be
      applied against future federal and state taxable income and that expire in
      2023 for federal tax purposes and 2009 for state tax purposes. A
      substantial portion of these net operating loss carryforwards may be
      limited due to past and future changes of ownership.


                                       30
<PAGE>

      The Company's total deferred tax asset is as follows:

                                                                   September 30,
                                                                       2005
                                                                    -----------
            Tax benefit of net operating loss carryforward          $ 4,764,241
            Valuation allowance                                      (4,764,241)
                                                                    -----------
            Net deferred tax asset                                  $        --
                                                                    ===========

      The following is a reconciliation of the provision for income taxes at the
      U.S. federal income tax rate to the income taxes reflected in the
      Statement of Operations:

                                                             September 30,
                                                          2005          2004
                                                       ----------    ----------
      Tax expense (credit) at statutory rate-federal   $ (435,211)   $ (613,497)
      State tax expense net of federal tax               (124,128)     (174,977)
      Changes in valuation allowance                      559,339       788,475
                                                       ----------    ----------
      Tax expense at actual rate                       $       --    $       --
                                                       ==========    ==========

      The valuation allowance increased by $559,339 to $4,764,241 through the
      year ended September 30, 2005.

11.   Stockholders' Deficiency

      Common stock:

      During the year ended September 30, 2004, the Company issued 1,000,000
      shares of common stock valued at $450,000, their fair market value, as
      additional consideration for a $500,000 bridge loan from an entity that,
      at the time of the transaction, the Company's Chairman of the Board served
      as a director, and is therefore considered a related party.

      Private Placement:

      During February and March 31, 2005, the Company issued 7,000,000 shares of
      common stock in a private placement issued pursuant to Rule 506 of
      Regulation D of the Securities Act of 1933 (the "Offering"). The Offering
      consisted of 14 units each including 500,000 shares of the Company's
      common stock at a purchase price of $0.07 per share together with a
      warrant to purchase an additional 500,000 shares of the Company's common
      stock at $0.10 per share. The warrant shall expire two years from the date
      of issue. After one year from date of issue, if the Company's common stock
      closing price exceeds $0.20 per share for a continuous 30 day period, the
      holder of the warrant shall have 45 days from the end of such 30 day
      period to exercise. The gross proceeds received for this offering were
      $448,047 plus a settlement of $41,953 in accrued expenses for consulting
      fees for a total of $490,000. (See Note 12- Related Party Transactions)

      Stock options:

      During the year ended September 30, 2005, the Company did not issue any
      options to purchase shares of common stock. In addition, options to
      purchase 2,660,833 shares of its common stock expired during year ended
      September 30, 2005. Accordingly, the Company had 300,000 options
      outstanding as of September 30, 2005, 100,000 each to the Company's
      current Chief Executive Officer, Chief Financial Officer and a Director,
      all of which were granted March 1 2002, are exercisable at a price of
      $0.45 per share and expire on June 1, 2006.


                                       31
<PAGE>

      Warrants:

      The balance of warrants outstanding and exercisable at September 30, 2005
      amounted to 10,500,000 warrants, inclusive of the 7,000,000 warrants
      issued in conjunction with the private placement described above, at a
      weighted average exercise price of $0.23 per warrant, 3,500,000 of which
      expire December 2006 and 7,000,000 of which expire in March 2007. The
      weighted average remaining contractual life for the warrants is
      approximately 14 months.

12.   Related Party Transactions

      In March 2004, the Company entered into a $500,000 secured loan agreement
      with CCWIPP, the same lender who had loaned $2.0 million to the Company in
      December 2002 and, an organization for whom the Chairman of the Company
      served as a director. As additional consideration for this loan, the
      Company issued 1,000,000 shares of its common stock to CCWIPP and as a
      result, the lender is now deemed a related party in that the lender's
      common stock ownership exceeds 5%.

      As of June 7, 2004, the Company entered into an agreement and mutual
      release with its former CEO which included provisions for this former
      officer, director and shareholder to divest of the majority of his shares
      of the Company's common stock. The new management, which assumed control
      as of October 7, 2004 (See Note 11: Subsequent Events) is investigating
      the adequacy and validity of the consideration for this release., The
      Company has reclassified various obligations due and owing the former CEO
      and parties related to him totaling $315,000 from Loans Payable-Related
      Parties to Loans Payable.

      Participating in the Offering described in Note 9 above were the following
      related parties:

<TABLE>
<CAPTION>
                                                                                      Investment      Number of     Number of
     Name of Investor                            Relationship                           Amount         Shares        Warrants
     ----------------                            ------------                           ------         ------        --------
<S>                                 <C>                                                <C>            <C>           <C>
William Rapaglia (1)                Chief Operating Officer, Director                  $  57,750        825,000       825,000
Michael Schaffer                    CEO,Chariman of the Board of Directors                35,000        500,000       500,000
Measurable Software Corporation     A company owned by Waddy Stephenson, a Director       17,500        250,000       250,000
Lawrence Schaffer                   President, CFO, Director                              26,250        375,000       375,000
                                                                                       ---------      ---------     ---------
                                                                                       $ 136,500      1,950,000     1,950,000
                                                                                       =========      =========     =========
</TABLE>

      (1) Includes 750,000 shares and 750,000 warrants acquired for $52,500 by
      the Cristobal Family Ltd Partnership of which Mr. Rapaglia is the General
      Partner.

      In addition, during the year ended September 30, 2005,, Michael Schaffer,
      the Company's CEO and Chairman of the Board of Directors, received payment
      for $44,444 in finder's fees earned by Mr. Schaffer in conjunction with
      services provided in securing $2.0 million in financing in December 2002
      and that had been due and owing since that date. In addition, the Company
      paid Mr. Schaffer $60,000 representing the balance due Mr. Schaffer from
      an agreement entered into with the Company in June 2003 relative to a
      claim by Mr. Schaffer for indemnification.


                                       32
<PAGE>

      During the year ended September 30, 2005,, the Company paid to Measurable
      Software Corporation , a company owned and controlled by Waddy Stephenson,
      a director, $10,881 in fees for computer services and equipment.

13.   Subsequent Events

      On October 19, 2005, the Company issued 200,000 shares of its common stock
      in payment of accrued interest on the outstanding convertible debentures
      in the amount of $7,175 ($0.036 per share).

      On October 20, 2005, the Company entered into a one year agreement for
      services with Kaliber Management Corporation ("Kaliber") to assist the
      Company in seeking additional capital pursuant to which the Company issued
      to Kaliber 300,000 shares of its common stock and agreed to pay a finders'
      fees for corporate financings with entities introduced to the Company by
      Kaliber in the amount of 5% on the first $1.0 million in financing, 4% on
      amounts between $1.0 million and $2.0 million, 3% on amounts between $2.0
      million and $3.0 million, 2% on amounts between $3.0 million and $4.0
      million, and 1% on amounts over $4.0 million . The market value of the
      stock on the date granted was $0.08 per share for a total of $24,000 which
      will be charged to financial consulting fees.

      On October 25, 2005, the Company issued 150,000 shares of its common stock
      to each of the Company's four directors, a total of 600,000 shares, as
      compensation for services for the year ended September 30, 2005. The
      market value of the stock on the date granted was $0.10 per share for a
      total of $60,000 which was charged to director's compensation as of
      September 30, 2005.

      On November 23, 2005, the Company entered into a one year agreement for
      services with James Caplan, dba Market Maker's ("Market Maker's"), to
      assist the Company in investor relations, pursuant to which the Company
      agreed to pay $1,000 per month and issued to Market Maker's 100,000 shares
      of its common stock upon signing and further agreed to issue an additional
      100,000 shares of its common stock after a ninety day evaluation period.
      The market value of the stock on the date granted was $0.21 per share for
      a total of $21,000 which will be charged to financial consulting fees.

      On December 30, 2005, the Company borrowed $50,000 from an individual and
      issued a Secured Promissory Note payable evidencing this indebtedness
      payable upon the earlier one year or the receipt of principal and/or fees
      from certain investments in contracts and loans receivable of the Company,
      which are also pledged as security for the note. Interest on this note is
      payable monthly at a rate of 9% per year.

14.   Going Concern

      The accompanying financial statements contemplate continuation of the
      Company as a going concern. The Company incurred net losses of $1,586,202
      and $2,578,438 during the years ended September 30, 2005 and 2004,
      respectively. There was an accumulated deficit of $14,030,360 as of
      September 30, 2005 and total liabilities exceeded total assets by
      $4,871,616 as of September 30, 2005. 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.


                                       33
<PAGE>

Item 8. Changes In and Disagreements with Accountants on Accounting and
        Financial Disclosure.

On November 26, 2004 the Board of Directors of Case Financial, Inc. (the
"Company") dismissed GUMBINER SAVETT INC. as the Company's independent
accountants and appointed the firm of Kabani & Company, Inc., to serve as
independent public accountants of the Company for the fiscal year ending
September 30, 2004.

GUMBINER SAVETT INC.'s report on the Company's consolidated financial statements
for the fiscal years ended September 30, 2003 and 2002 did not contain an
adverse opinion or disclaimer of opinion, audit scope or accounting principles,
however, they were modified to include an explanatory paragraph wherein they
expressed substantial doubt about the Registrant's ability to continue as a
going concern.

During the years ended September 30, 2003 and 2002 and through November 26,
2004, there were no disagreements with GUMBINER SAVETT INC. on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to GUMBINER SAVETT INC.'s
satisfaction, would have caused them to make reference to the subject matter of
such disagreements in connection with their report on the Company's consolidated
financial statements for such years.

The Company provided GUMBINER SAVETT INC. with a copy of the foregoing
disclosures.

During the years ended September 30, 2003 and 2002 and through the date hereof,
the Company did not consult with Kabani & Company, Inc. with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements.

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.

PART III

Item 9. Directors, and Executive Officers of the Registrant.


                                       34
<PAGE>

The following are the directors and officers as of December 31, 2005.

     Name                                Position                            Age
     ----                                --------                            ---
Michael Schaffer        Chairman of the Board, Chief Executive Officer       63
Lawrence Schaffer       Director, President,  Chief Financial Officer        37
Waddy Stephenson        Director, Secretary                                  45
William J Rappaglia     Director, Chief Operating Officer                    58

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 Juris 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 1985.

William Rapaglia has over twenty five years experience in real-estate
acquisitions, finance syndication and development. Additionally since 1995, Mr.
Rapaglia has been intricately involved with the management, direction, growth
and development of both private and public companies.

Effective May 20, 2005, Gordon Gregory resigned from his position as a Director.

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.

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 2004 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:


                                       35
<PAGE>

                                                Number of
                              Number of      transactions not      Number of
                             late reports    reported on time   failures to file
                             ------------    ----------------   ----------------
      Michael Schaffer            1                 -                  -
      Lawrence Schaffer           1                 -                  -
      Waddy Stephenson            1                 -                  -
      William J Rappaglia         1                 -                  -

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.

Item 10. Executive Compensation

      The following Summary Compensation Table sets forth the compensation
      earned by the Company's Chief Executive Officer and the three other most
      highly compensated executive officers who were serving as such as of
      September 30, 2005 (collectively, the "Named Executive Officers").

<TABLE>
<CAPTION>
                                Annual Compensation                     Long Term Compensation
                           -------------------------------     ---------------------------------------
                                                                                       Shares of
                                                                    Other             common stock
      Name                 Year     Salary       Bonus          Compensation        underlying options
      ----                 ----     ------       -----          ------------        ------------------
<S>                        <C>      <C>         <C>            <C>
Michael Schaffer, CEO      2005     $61,750     $   -- (1)     $    15,000 (3)

Lawrence Schaffer, CFO     2005     $59,500     $   -- (2)     $    15,000 (3)
</TABLE>
            (1)   Includes an auto allowance of $6,750.
            (2)   Includes an auto allowance of $4,500.
            (3)   Represents 150,000 shares of common stock granted October 25,
                  2005 for services as a director for the year ended September
                  30, 2005.

Option Grants in Last Fiscal Year

      None

Aggregated Option Exercised in Last Fiscal Year and Year End Option Holdings

      None

Employment Agreements

As of September 30, 2005 there were no employment agreements with any current
employees.

Compensation of Directors

On October 25, 2005, the Company issued 150,000 shares of its common stock to
each of the Company's four directors, a total of 600,000 shares, as compensation
for services for the year ended September 30, 2005. The market value of the
stock on the date granted was $0.10 per share for a total of $60,000 which was
charged to director's compensation as of September 30, 2005.


                                       36
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters

The following table sets forth certain information as of December 31, 2005, 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 5950 La
Place Court, Suite 155, Carlsbad, CA 92008. 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:

<TABLE>
<CAPTION>
                                                                   Number of      Percentage of
          Name of Beneficial Owner                                  Shares          Ownership
<S>                                                              <C>                  <C>
      Michael Schaffer                                           (1) 1,806,015         5.01%
      Lawrence Schaffer                                          (2) 1,662,850         4.62%
      Waddy Stephenson                                           (3)   846,300         2.35%
      William Rapaglia                                           (4) 1,900,000         5.27%

      Directors and Executive Officers as a group (4 persons)        6,215,165        17.26%

      Canadian Commercial Workers Industry Pension Plan          (5) 4,520,833        12.55%
      125 Queens Plate Drive, Ste. 220
      Etobicoke,Ontario M9W 6V1

      Old CFI Inc                                                    2,620,000         7.27%
      C/O William Barnett Esquire
      15233 Ventura Boulevard, Suite 410
      Sherman Oaks, California 91403
</TABLE>

      (1)   - Includes 100,000 shares underlying options and 500,000 shares
            underlying warrants from private placement completed March 2005.

      (2)   - Includes 100,000 shares underlying options and 375,000 shares
            underlying warrants from private placement completed March 2005.

      (3)   - Includes a) 100,000 shares underlying options and; b) 296,300
            shares and 250,000 shares underlying warrants owned indirectly
            through Measurable Software Corporation

      (4)   - Includes a) 75,000 shares underlying warrants and; b) 750,000
            shares and 750,000 shares underlying warrants owned indirectly
            through Cristobal Family Ltd Partnership of which Mr. Rapaglia is
            the General Partner.

      (5)   - Includes 1,320,833 shares and 3,200,000 shares underlying warrants
            owned by I. F. Propco Holdings (Ontario) 32, Ltd., a wholly owned
            subsidiary of this entity.


                                       37
<PAGE>

Item 12. Certain Relationships and Related Transactions

In March 2004, the Company entered into a $500,000 secured loan agreement with
CCWIPP, the same lender who had loaned $2.0 million to the Company in December
2002 and, an organization for whom the Chairman of the Company served as a
director. As additional consideration for this loan, the Company issued
1,000,000 shares of its common stock to CCWIPP and as a result, the lender is
now deemed a related party in that the lender's common stock ownership exceeds
5%.

As of June 7, 2004, the Company entered into an agreement and mutual release
with its former CEO which included provisions for this former officer, director
and shareholder to divest of the majority of his shares of the Company's common
stock. The new management, which assumed control as of October 7, 2004 is
investigating the adequacy and validity of the consideration for this release.,
The Company has reclassified various obligations due and owing the former CEO
and parties related to him totaling $315,000 from Loans Payable-Related Parties
to Loans Payable.

Participating in the Offering were the following related parties:

<TABLE>
<CAPTION>
                                                                                      Investment    Number of     Number of
             Name of Investor                         Relationship                      Amount        Shares      Warrants
             ----------------                         ------------                      ------        ------      --------
<S>                                         <C>                                        <C>             <C>          <C>
      William Rapaglia (1)                  Chief Operating Officer, Director          $  57,750       825,000      825,000

      Michael Schaffer                      CEO,Chariman of the Board of Directors        35,000       500,000      500,000

      Measurable Software Corporation       A company owned by Waddy Stephenson,
                                            a Director                                    17,500       250,000      250,000

      Lawrence Schaffer                     President, CFO, Director                      26,250       375,000      375,000
                                                                                       ---------     ---------    ---------
                                                                                       $ 136,500     1,950,000    1,950,000
                                                                                       =========     =========    =========
</TABLE>

            (1) Includes 750,000 shares and 750,000 warrants acquired for
            $52,500 by the Cristobal Family Ltd Partnership of which Mr.
            Rapaglia is the General Partner.

In addition, during the year ended September 30, 2005,, Michael Schaffer, the
Company's CEO and Chairman of the Board of Directors, received payment for
$44,444 in finder's fees earned by Mr. Schaffer in conjunction with services
provided in securing $2.0 million in financing in December 2002 and that had
been due and owing since that date. In addition, the Company paid Mr. Schaffer
$60,000 representing the balance due Mr. Schaffer from an agreement entered into
with the Company in June 2003 relative to a claim by Mr. Schaffer for
indemnification.

During the year ended September 30, 2005,, the Company paid to Measurable
Software Corporation , a company owned and controlled by Waddy Stephenson, a
director, $10,881 in fees for computer services and equipment.

Item 13. Exhibits and Reports

      (a) Exhibits. The exhibits listed on the attached Exhibit Index are filed
as part of this report.

ITEM 14. Principal Accountant Fees and Services.

Kabani and Company, Inc. were our independent accountants for the years ended
September 30, 2004 and September 30, 2005 and for the interim periods ended
December 31, 2004, March 31, 2005, and June 30, 2005. Services provided to us by
Kabani & Co. with respect to such periods consisted primarily of the audit of
our financial statements and limited reviews of the Form 10-QSB Quarterly
Reports for the interim periods included therein pursuant to Statement on
Auditing Standards No. 100. Charges by Kabani & Co with respect to these matters
aggregated approximately $67,500 for the year ended September 30, 2004 and for
the interim periods ended December 31, 2004, March 31, 2005, and June 30, 2005.
Kabani & Co has billed $3,500 for tax fees for the completion of US federal and
state tax returns through the fiscal year ended September 30, 2004. Audit fees
for the year ended September 30, 2005 and the interim periods ending December
31, 2005, March 31, 2006, and June 30, 2006 are anticipated to total $57,500 of
which $15,000 has been billed through December 31, 2005 and $3,500 for tax
services for the year ended September 30, 2005. The above-mentioned fees are set
forth as follows in tabular form:


                                       38
<PAGE>

                                                 2005          2004
                                                 ----          ----
            Audit Fees                         $57,500       $65,500
            Audit Related Fees                     -0-       $ 2,000
            Tax Fees                             3,500       $ 3,500
            All Other Fees                         -0-           -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 2005.

                                   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.


Date: January 23, 2006             By: /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(s)                   Date

/s/ Michael Schaffer            Chairman of the
--------------------------      Board of Directors,
Michael Schaffer                Chief Executive Officer      January 23, 2006


/s/ Lawrence Schaffer
--------------------------     Director, President,
Lawrence Schaffer              Chief Financial Officer       January 23, 2006


/s/ Waddy Stephenson
--------------------------
Waddy Stephenson               Director, Secretary           January 23, 2006


                                       39
<PAGE>

                                  EXHIBIT INDEX

4.1*    Warrant to Purchase 2,000,000 Shares of Common Stock Issued to I.F.
        Propco Holdings, 32 Ltd dated December 12, 2002

4.2*    Warrant to Purchase 1,000,000 Shares of Common Stock Issued to I.F.
        Propco Holdings, 32 Ltd dated December 12, 2002

4.3*    $2,000,000 Promissory Note of the Registrant issued to I.F. Propco
        Holdings 32 Ltd. dated December 12, 2002

10.1*   Subscription Agreement between the Registrant and I.F. Propco Holdings
        32 Ltd. dated December 12, 2002

10.2*   Agreement relating to Board Representation between the Registrant and
        I.F. Propco Holdings 32 Ltd. Dated December 12, 2002

10.3*   Finders Fee Agreement between the Registrant and John Irvine and Michael
        Schaffer dated November 27, 2002

10.4*   Employment Agreement between the Registrant and Lorne Pollock dated
        August 15, 2002

10.5*   Employment Agreement between the Registrant and Steven Gershick dated
        August 19, 2002

10.6*   Employment Agreement between the Registrant and Gary L. Primes dated
        August 15, 2002

10.7*   Employment Agreement between the Registrant and James Lewis dated August
        15, 2002

10.8*   Consent to Sublease Agreement and Sublease between Kody Pappadato as
        sublessor and the Registrant as sublessee dated June 21, 2002

10.9*   Investment Banking Services Agreement between the Registrant and Mosaic
        Capital LLC dated November 12, 2001

10.10*  $600,000 Promissory Note of Case Financial Inc. issued to Harvey
        Bibicoff dated May 24, 2002

10.11*  Loan and Security Agreement for $500,000 secured loan to I.F. Propco
        Holdings 32 Ltd. dated March 8, 2004

10.12*  Release and Settlement Agreement with Eric Alden dated June 7, 2004

10.13*  Lease for premises located at 5950 La Place Court, Suite 155, Carlsbad,
        CA 92008

21.1*   Subsidiaries of the Registrant

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


                                       40