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, 2006

                                       OR

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      For the Transition period from October 1, 2005 to September 30, 2006

                         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)

<PAGE>

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, 2006 there were 26,370,145 shares of common stock
outstanding.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format: Yes |_| No |X|

Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995:

This Annual Report on Form 10-KSB for the fiscal year ended September 30, 2006
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, 2006 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.

<PAGE>

                                TABLE OF CONTENTS

PART I

Item 1    Description of Business..........................................    3
Item 2.   Description of Property..........................................    5
Item 3.   Legal Proceedings................................................    6
Item 4.   Submission of Matters to a Vote of Security holders..............    9

PART II

Item 5.   Market for Common Equity , Related Stockholder Matters, and
            Small Business Issuer Purchases of Equity securities...........    9
Item 6.   Management's Discussion and Analysis or Plan of Operation........   12
Item 7.   Financial Statements.............................................   21
Item 8.   Changes in and Disagreements With Accountants on Accounting
            and Financial Disclosure  .....................................   43
Item 8A.  Controls and Procedures .........................................   44
Item 8B.  Other Information................................................   44

PART III

Item 9.   Directors, and Executive Officers of the Registrant..............   44
Item 10.  Executive Compensation...........................................   46
Item 11.  Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters................................   47

Item 12.  Certain Relationships and Related Transactions...................   49

Item 13.  Exhibits and Reports.............................................   51

ITEM 14.  Principal Accountant Fees and Services ..........................   51

Signatures.................................................................   52

Exhibit Index..............................................................   53

Certifications


                                        2

<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. 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".


                                        3

<PAGE>

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.

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, 2007. 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.


                                        4

<PAGE>

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

As of September 30, 2006, the Company has two employees.

Item 2. Description of Property

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. Future minimum lease
commitments, excluding property taxes and insurance, are as follows: $23,701 and
$13,161 for the years ended 2006 and year ended 2007.


                                        5

<PAGE>

Item 3. Legal Proceedings

On July 12, 2006, a lawsuit was filed against the Company by Woodland Finance
Inc., a California Corporation, in the Superior Court of the State of
California, Case Number BC 355323. The plaintiff, as assignee of Eric Alden a
former C.E.O and director of the Company and Frederick Barak, is demanding
payment on two promissory notes in the amount of $45,000.00 and $75,000.00. The
Company continues to defend this suit and believes the ultimate outcome of it
will not have a material impact on the Company's financial condition.

On June 23, 2006, a lawsuit was filed against the Company by a relative of Eric
Alden, a former CEO and director of the Company, in the Superior Court of the
State of California, Case Number BC 347120. The plaintiff is demanding repayment
of two advances made to attorneys by the Company on the plaintiff's behalf. The
Company does not believe that the outcome of this case will have a material
effect on the financial condition of the Company.

On June 2, 2006, a lawsuit was filed against the Company by a relative of Eric
Alden, a former CEO and director of the Company, in the Superior Court of the
State of California, Case Number BC 347120. The plaintiff is demanding payment
on a promissory note in the amount of $100,000 as well as repayment of three
advances made to attorneys by the Company on the plaintiff's behalf. The Company
does not believe that the outcome of this case will have a material effect on
the financial condition of the Company.

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 the
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 seeked 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. On
March 31, 2006, the Company reached a settlement agreement with the CCWIP and
its subsidiaries, resolving and dismissing this lawsuit. The settlement
agreement also establishes a mechanism for the collection of advances made by
the Company on behalf of either party. The key terms to this agreement are:

      o     The Company and CCWIPP shall form an Operating Committee to oversee
            the collection of receivables due from advances made through the
            Company by both parties. This Operating Committee would be given the
            sole right and power to pursue collection on behalf of and for the
            benefit of both parties.


                                        6

<PAGE>

      o     The net proceeds of moneys collected by the Operating Committee or
            moneys received from the derivative lawsuit filed against former
            officers and directors of the Company would be divided between the
            parties, 60% of the net proceeds due to CCWIPP and 40% of the net
            proceeds due to the Company. Once CCWIPP has recovered $4,000,000,
            this division would reverse with 60% of the net proceeds due to the
            Company and 40% of the net proceeds due to CCWIPP.

      o     The cancellation of $2,500,000 in notes plus all accrued interest
            owed to CCWIPP by the Company.

      o     The return of 1,000,000 shares of the Company's common stock to the
            Company treasury and the cancellation of 3,000,000 warrants to
            purchase the Company's common stock at an exercise price of $.50
            that had been issued to CCWIPP.

      o     The issuance of new warrants to CCWIPP to purchase up to 1,500,000
            shares of the Company's common stock at an exercise price of $.25.
            These warrants expire on December 31, 2008.

On August 8, 2005, a lawsuit was filed against the Company by Harvey Bibicoff, a
former CEO and director of the Company in the Superior Court of the State of
California, Case Number BC 337914. The plaintiff was 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 plaintiff participated in the funding. It was 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. On September 1, 2006,
the Company reached a settlement agreement with Mr. Bibicoff resolving all
current litigation between the Company and this individual. The key terms to
this settlement agreement were:

      o     The cancellation of promissory notes and accrued interest together
            totaling approximately $875,000 held by this individual.

      o     The dismissal of this individual from the derivative lawsuit filed
            in the Delaware Court of Chancery on March 16, 2005.

      o     The release of each party from any and all claims that could have
            been asserted by the other party in any of the actions dismissed as
            a result of this settlement agreement.


                                        7

<PAGE>

On March 25, 2005 a derivative lawsuit was filed by a major stockholder of the
Company. The lawsuit was filed in the Court of Chancery of the State of Delaware
against former officers and directors of the Company, specifically Eric Alden, a
former CEO and CFO and Chairman of the Board, Harvey Bibicoff, a former interim
CEO and CFO and director, Lorne Pollock, former Vice President of Underwriting,
Secretary and director and Gordon Gregory, a former director alleging that these
officers and directors had damaged the Company by (a) engaging in self dealing
transactions in breach of their fiduciary duty of loyalty; (b) mismanaging the
Company in violation of their oversight duties and duty of care; (c) wasting
corporate assets; and (d) making fraudulent misrepresentations which induced the
corporate entity to issue shares to these individuals. The Company's Board of
Directors has elected to consent to the filing of this complaint. The Company
was named as a nominal defendant in this complaint. 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:

      o     Mr. Gregory returned to the Company 750,000 shares of common stock
            owned or controlled by him and cancelled two promissory notes of the
            Company totaling $100,000.

      o     Mr. Pollock returned to the Company 100,000 shares of common stock
            owned or controlled by him and repaid in cash to the Company
            $15,160.

      o     Mr. Pollock and Mr. Gregory were released from further action by the
            majority stockholder and the Company with respect to the claims made
            in the derivative lawsuit.

      o     Mr. Pollock and Mr. Gregory agreed to waive any and all further
            claims against the Company and the major stockholder.

The foregoing agreement was approved by the Court of Chancery in the State of
Delaware and was consummated in February 2006. Mr. Bibicoff was released from
this derivative action as a result of the settlement agreement discussed earlier
in this section. Mr. Alden remains the sole defendant in this action.
Furthermore,

      o     On April 25, 2005, Mr. Alden filed a breach of contract lawsuit
            against the Company in the Superior Court of the State of
            California, Case Number BC 332373. This lawsuit has been stayed by
            the court pending the outcome of the derivative action.

      o     On April 19, 2006 Mr. Alden filed a wrongful termination lawsuit
            against the Company in the Superior Court of the State of
            California, Case Number BC 350929. This lawsuit has been stayed by
            the court pending the outcome of the derivative action.

Mr. Alden has been directed by the court not to file any additional lawsuits
against the Company until the derivative action has been resolved.


                                        8

<PAGE>

Finally, the Company has initiated several actions 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.

                      2006            2005
                 -------------   -------------
                  HIGH    LOW     HIGH    LOW
                 -----   -----   -----   -----
First Quarter    $0.25   $0.08   $0.17   $0.05
Second Quarter   $0.30   $0.10   $0.32   $0.08
Third Quarter    $0.44   $0.17   $0.31   $0.12
Fourth Quarter   $0.76   $0.31   $0.19   $0.10

As of December 31, 2006, there were approximately 440 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.


                                        9

<PAGE>

Recent Sales of Equity 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 October 19, 2005, the Company issued to Sam Schwartz, 200,000 shares of its
common stock in payment of accrued interest on the outstanding convertible
debentures in the amount of $7,175 ($0.072 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. The market value of the stock on the date granted
was $0.08 per share for a total of $24,000, which was 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 whom 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 was charged to financial
consulting fees.

On January 9, 2006, the Company issued 50,000 shares of common stock to the
holder of the secured note payable in accordance with the terms of the secured
note entered into on December 30, 2005 as additional interest expense. The
common stock was valued at $0.11 per share resulting in charge to expense of
$5,500.


                                       10

<PAGE>

On April 5, 2006 in accordance with the terms of a secured note payable, the
Company issued 50,000 shares of common stock to the note holder. The market
value of the stock on the date of issue was $0.31 per share, which will result
in a charge to interest of $15,500, which will be amortized through December 31,
2006, the remaining term of the note.

On April 5, 2006 in accordance with the terms of a one-year agreement for
services, the Company issued 100,000 shares of common stock to the Market
Maker's. The market value of the stock on the date of issue was $0.31 per share,
which will result in a charge to general and administrative expense of $31,000,
which will be amortized through November 2006, the remaining term of the
agreement.

On July 14, 2006, the Company issued to Kaliber Management Corporation, 150,000
shares of its common stock for financial consulting services. The market value
of the stock on the date granted was $0.50 per share for a total of $76,000,
which was charged to financial consulting fees.

During the year ended September 20, 2006, 2,500,000 shares were issued as a
result of warrants being exercised at an exercise price of $0.10 per share.

On February 28, 2005, the Company purchased a 65.63% interest, valued at
$287,000, in the remaining case portfolio of Case Financial Funding, Inc through
the issuance of a convertible debenture in the amount of $287,000. In September
2006, pursuant to the terms of the debenture, the debenture was converted to
1,913,333 shares of the Company's common stock representing a conversion price
of $0.15 per share. On December 19, 2006, the Company issued these shares along
with an additional 50,000 shares of its common stock in payment of accrued
interest still due on this debenture in the amount of $8,370.81 ($0.167 per
share).

Return of Securities

On June 12, 2006 the Company entered into a settlement agreement with certain
creditors of Old Case Inc. Under the terms of the settlement agreement, those
creditors returned to the Company an aggregate of 1,812,424 common shares of the
Company's common stock and assigned their interest in Old Case Inc. to the
Company. This settlement agreement specifically releases each of the named
creditors from any and all claims against them by the Company and indemnifies
those creditors against any and all cross claims by former Old Case creditors,
officers, and directors.


                                       11

<PAGE>

On March 31, 2006, the Company reached a settlement agreement with the CCWIP and
its subsidiaries, resolving all pending litigation between the Company and the
CCWIP. Refer to the section "Item 3. Legal Proceedings" for additional
information). Under the terms of the settlement agreement, the CCWIP returned
1,000,000 shares of the Company's common stock to the Company treasury and of
3,000,000 warrants to purchase the Company's common stock at an exercise price
of $.50 that had been issued to CCWIPP were cancelled. Additionally, the Company
issued new warrants to the CCWIPP to purchase up to 1,500,000 shares of the
Company's common stock at an exercise price of $.25. These new warrants expire
on December 31, 2008.

October 5, 2005, the Company reached a settlement agreement with Mr. Gregory and
Mr. Pollock resolving all pending litigation between the Company and these
individuals (Refer to the section "Item 3. Legal Proceedings" for additional
information). Under the terms of the settlement agreement, Mr. Gregory returned
750,000 shares of the Company's common stock to the Company treasury and Mr.
Pollock returned 100,000 shares of the Company's common stock to the Company
treasury.

Equity Compensation Plan Information

During the year ended September 30, 2006 and 2005, we did not issue any options
to purchase shares of common stock. 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 expired
on June 1, 2006. During the year ended September 30, 2006, we did not issue any
options to purchase shares of common stock

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.


                                       12

<PAGE>

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").

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 September 30, 2005 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.

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, 2007. 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.


                                       13

<PAGE>

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, 2006 and 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, 2006 and 2005, 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.

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.


                                       14

<PAGE>

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 gain/(losses) from Discontinued Operations in Statement of
Operations. The components of gain/(loss) from Discontinued Operations for the
years ended September 30, 2006 and September 30, 2005 consist of the following:

                                                       Years Ended
                                                      September 30
                                                   -------------------
                                                    2006        2005
                                                   -------   ---------
Revenues                                           $91,627   $  84,878

Provision for losses on investments in contracts         0      32,024
Operating expenses                                  70,341     261,073
                                                   -------   ---------
                                                    70,341     293,097
                                                   -------   ---------
Net income (Loss) from discontinued operations      21,286   $(208,219)
                                                   =======   =========

In the aggregate, the Company had income from discontinued operations of $21,286
compared to a loss from Discontinued Operations for 2005 of $208,219. Revenues
from the Litigation Finance Business increased $6,749, or 7%, in the year ended
September 30, 2006 over the year ended September 30, 2005 as a result of
collecting balances owed from the oldest and most problematic cases remaining on
our portfolio from investments in prior years. Provision for losses decreased
$32,024 to $0 as a result of our having reserved for losses for the majority of
the investment portfolio in the year ended September 30, 2005. Operation
expenses in the Litigation Finance Business declined $190,732, or 73%, to
$70,341 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, 2006,
administrative expenses decreased $50,932, or 7%, to $716,231.


                                       15

<PAGE>

Interest Expense

Interest expense was $284,506 for the year ended September 30, 2006 compared
with $429,197 for the year ended September 30, 2005, a decrease of $144,691, or
34%.

Non-Cash Finance Expense

Non-cash finance expenses were $98,806 for the year ended September 30, 2006, as
compared with $182,042 during the year ended September 30, 2005, a decrease of
$83,236.

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 income of $3,157,051 and net loss of $1,586,202 during the years
ended September 30, 2006 and 2005, respectively. There was an accumulated
deficit of $10,873,309 as of September 30, 2006 and total liabilities exceeded
total assets by $1,241,008 as of September 30, 2006. The Company believes the
current cash is sufficient to sustain their limited operations. The Company will
continue its attempt at collecting amounts due and owing on 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, 2006 reflects cash of $101,300 compared to
cash of $14,367 at September 30, 2005, an increase of $86,932. Net cash used in
operating activities was $3,618,340 for the year ended September 30, 2006
compared to $(779,495) for the year ended September 30, 2005, an increase in
cash used in operating activities of $4,397,835. Net cash used in operating
activities from continuing operations was $3,492,753 for the year ended
September 30, 2006 as compared to $(742,110) for the year ended September 30,
2005. The increase is the result of the Company's gain on forgiveness of debt.
Net cash used in operating activities for discontinued operations was $125,587
for the year ended September 30, 2006 as compared to $(37,385) of cash provided
from operating activities of discontinued operations for the year ended
September 30, 2005, primarily the result of increased collections on our
investments in contracts and loans receivable balances.


                                       16

<PAGE>

Investment Activities

Net cash provided by investing activities for the year ended September 30, 2006
was $(15,000) compared to net cash provided by investing activities of $311,055
for the year ended September 30, 2005 a decrease of $296,055. Net cash used in
investing activities from continuing operations for the year ended September 30,
2006 was $(15,000) as compared to $(3,531) for the year ended September 20,
2005. Net cash provided by investment activities from discontinued operations
was $0 for the year ended September 30, 2006 as compared to $314,586 of cash
provided from investment activities from discontinued operations for the year
ended September 30, 2005 as a result of decreased collections of principal of
our loans receivable portfolio.

Financing Activities

Net cash provided by financing activities was $(3,516,407) for the year ended
September 30, 2006 as compared to $474,423 for the year ended September 30, 2005
a decrease of $3,990,830. Net cash provided by financing activities from
continuing operations for the year ended September 30, 2006 was $(3,469,037) as
compared to net cash provided by financing activities from continuing operations
of $518,047 for the year ended September 30, 2005, a decrease of $3,987,084. Net
cash used in financing activities from discontinued operations was $(47,370) for
the year ended September 30, 2006 as compared to $(43,624) of cash provided from
financing activities from discontinued operations for the year ended September
30, 2005 as a result of discontinuing the utilization of third party
non-recourse loans for funding of cases.

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.


                                       17

<PAGE>

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.

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.


                                       18

<PAGE>

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.


                                       19

<PAGE>

                           Chang G. Park, CPA, Ph. D.
             o 371 E STREET o CHULA VISTA o CALIFORNIA 91910-2615o
       o TELEPHONE (858)722-5953 o FAX (858) 408-2695 o FAX (619) 422-1465
                         o E-MAIL changgpark@gmail.com o

             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, 2006 and the
related consolidated statements of operations, stockholders' deficiency, and
cash flows for the year then ended. 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. The
financial statements of Case Financial, Inc. as of September 30, 2005, were
audited by other auditors whose report dated December 19, 2005, expressed an
unqualified opinion on those statements. Their report included an explanatory
paragraph regarding going concern.

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, 2006, and the results of
its consolidated operations and its cash flows for the year then ended 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 $ 10,873,309 as of the year
ended September 30, 2006. These factors as discussed in Note 13 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 13. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

Chang G. Park, CPA
December 27, 2006
Chula Vista, CA

          Member of the California Society of Certified Public Accounts
          Registered with the Public Company Accounting Oversight Board


                                       20

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                   As of           As of
                                                               September 30,   September 30,
                                                                    2006            2005
                                                               -------------   -------------
<S>                                                            <C>             <C>
                                     ASSETS
Current Assets
Cash & cash equivalents                                        $    101,300    $     14,367
Cash restricted                                                          --          25,000
Prepayments and deposits                                              6,711          74,193
Investment - Bahamas                                                 40,000              --
Assets from discontinued operations                               1,880,258       2,005,846
                                                               ------------    ------------
Total Current Assets                                              2,028,269       2,119,406

Net Property & Equipment                                              2,142           4,355
                                                               ------------    ------------
  TOTAL ASSETS                                                 $  2,030,411    $  2,123,761
                                                               ============    ============

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts payable and accrued expenses                          $    794,172    $    259,243
Convertible debentures payable                                           --         273,446
Loans payable - related parties                                     198,800       3,429,377
Loans payable                                                       270,000         268,460
Accrued interest                                                         --         709,033
Liabilities from discontinued operations                          2,008,447       2,055,818
                                                               ------------    ------------
Total Current Liabilities                                         3,271,419       6,995,377

  TOTAL LIABILITIES                                               3,271,419       6,995,377

Stockholders' Equity (Deficit)

Common stock, (par value $.001 per share, 100,000,000
  shares authorized: 24,406,812 and 24,019,236 shares issued
  and outstanding as of September 30, 2006 and 2005,
  respectively)                                                      25,407          24,019
Paid-in capital                                                   9,552,394       9,074,725
Common stock to be issued, 1,963,333 and 600,000 shares,
  respectively                                                      294,500          60,000
Treasury Stock                                                     (240,000)             --
Retained Earnings (deficit)                                     (10,873,309)    (14,030,361)
                                                               ------------    ------------
Total Stockholders' Equity (Deficit)                             (1,241,008)     (4,871,616)
                                                               ------------    ------------
  TOTAL LIABILITIES &
    STOCKHOLDERS' EQUITY (DEFICIT)                             $  2,030,411    $  2,123,761
                                                               ============    ============
</TABLE>

                 See Notes to Consolidated Financial Statements


                                       21

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                            Year Ended      Year Ended
                                                          September 30,   September 30,
                                                              2006            2005
                                                          -------------   -------------
<S>                                                       <C>             <C>
Revenues
Service fees, related parties                             $         --    $         --
                                                          ------------    ------------
Net Revenue                                                         --              --
Operating Expenses
General and administrative                                     716,231         767,163
                                                          ------------    ------------
Total Operating Expenses                                       716,231         767,163
                                                          ------------    ------------
Income (Loss) from operations                                 (716,231)       (767,163)

Other Income & (Expenses)
Interest income                                                  1,199             419
Interest expense                                              (284,506)       (429,197)
Non-cash finance expenses                                      (98,806)       (182,042)
Miscellaneous income                                             3,015              --
                                                          ------------    ------------
Total Other income                                            (379,098)       (610,820)
                                                          ------------    ------------
Net income (loss) before discontinued operations and
  extraordinary items                                       (1,095,329)     (1,377,983)
                                                          ------------    ------------
Gain (Loss) from discontinued operations                        21,286        (208,219)
                                                          ------------    ------------
Net Loss before extraordinary item                          (1,074,043)     (1,586,202)
                                                          ------------    ------------
Extraordinary Item:
Gain on forgiveness of debt                                  4,231,094              --
                                                          ------------    ------------
Net Income (Loss)                                         $  3,157,051    $ (1,586,202)
                                                          ============    ============

Net Income (Loss) per common share - basic and diluted:
From continuing operations                                       (0.04)          (0.07)
                                                          ------------    ------------
From discontinued operations                                      0.00           (0.01)
                                                          ------------    ------------
From extraordinary item                                           0.17              --
                                                          ------------    ------------
Net Income (Loss)                                         $       0.13    $      (0.08)
                                                          ============    ============
Weighted average number of
  common shares - basic and diluted                         24,713,024      19,407,323
                                                          ============    ============
</TABLE>

               See Notes to the Consolidated Financial Statements


                                       22

<PAGE>

                      CASE FINANCIAL INC. AND SUBSIDIARIES
                   Statement of Changes in Stockholders Equity
                            As of September 30, 2006

<TABLE>
<CAPTION>
                                                       Common    Additional    Shares                  Retained
                                            Common      Stock      Paid-in      to be     Treasury     Earnings
                                            Shares     Amount      Capital     Issued      Stock       (Deficit)       Total
                                         -----------   -------   ----------   --------   ---------   ------------   -----------
<S>                                      <C>           <C>       <C>          <C>        <C>         <C>            <C>
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)
                                         ===========   =======   ==========   ========   =========   ============   ===========
Common stock issued in payment of
  accrued interest                           200,000       200        6,975                                               7,175
Common stock issued for financial
  consulting fees                            400,000       400       44,600                                              45,000
Amortization of warrants issued in
  connection with debt financing                                     27,367                                              27,367
Common stock issued for Directors fees       600,000       600       59,400    (60,000)                                      --
Common stock issued in payment of
  accrued interest                            50,000        50        5,450                                               5,500
Common stock retired after return to
  treasury                                  (850,000)     (850)     (84,150)                85,000                           --
Warrants issued in settlement with
  debt holders                                                      405,000                                             405,000
Common stock returned to treasury in
  settlement with debt holders            (1,000,000)                                     (325,000)                    (325,000)
Common stock issued for accrued
  interest                                    50,000        50       15,450                                              15,500
Common stock issued for services
  rendered                                   100,000       100       30,900                                              31,000
Common stock issued for services
  rendered                                   150,000       150       74,850                                              75,000
Cancellation of stock                    (1,812,424)    (1,812)    (360,673)                                           (362,485)
Common stock issued in warrant
  conversion                               2,500,000     2,500      252,500                                             255,000
Common stock issued for convertible
  debenture                                                                    294,500                                  294,500
Net (Loss)                                                                                              3,157,051     3,157,051
                                         -----------   -------   ----------   --------   ---------   ------------   -----------
Balance, September 30, 2006               24,406,812   $25,407   $9,552,394   $294,500   $(240,000)  $(10,873,309)  $(1,241,008)
                                         ===========   =======   ==========   ========   =========   ============   ===========
</TABLE>

               See Notes to the Consolidated Financial Statements


                                       23

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                              Year Ended     Year Ended
                                                             September 30   September 30
                                                                 2006           2005
                                                             ------------   ------------
<S>                                                          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)                                            $ 3,157,051    $(1,586,202)
(Gain) Loss from discontinued operation                          (21,286)       208,219
                                                             -----------    -----------
                                                               3,135,765     (1,377,983)
Adjustments to reconcile net loss to net
  cash provided by (used in) operating activities:
Depreciation                                                       2,213         19,956
Amortization of debt premium                                      27,367        136,730
Amortization of warrants issued with debt                             --         95,983
Convertible debenture                                           (273,446)            --
Common stock issued for accrued interest                          28,175             --
Amortization of beneficial conversion feature
  of convertible debentures                                           --          5,579
Common stock issued for services rendered                        151,000             --
Common stock issued in debt settlement                           405,000             --
Common stock issued in warrant conversion                        255,000             --
Cancellation of stock                                           (362,485)            --
Common stock retired after return to treasury                    (85,000)            --
Common Stock and options for compensation                        294,500         60,000
Changes in operating assets and liabilities:
(Increase) decrease in prepayments and other assets               67,482         35,415
(Increase) decrease in accounts payable and other liabilities   (174,104)       282,210
                                                             -----------    -----------
  Net cash used in continuing operations                       3,471,467       (742,110)
  Net cash provided by discontinued operations                   146,873        (37,385)
                                                             -----------    -----------
  Net cash used by operating activities                        3,618,340       (779,495)

CASH FLOWS FROM INVESTING ACTIVITIES

Loss on disposal of equipment                                         --           (650)
Purchase of equipment                                                 --         (2,881)
Investment - Bahamas                                             (40,000)            --
Decrease in restricted cash                                       25,000             --
                                                             -----------    -----------
  Net cash used in continuing operations                         (15,000)        (3,531)
  Net cash provided by discontinued operations                        --        314,586
                                                             -----------    -----------
  Net cash provided by (used in) investing activities            (15,000)       311,055

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from private placement                                       --        448,047
Treasury stock transaction                                      (240,000)            --
Proceeds from related party borrowings                                --         70,000
Proceeds from borrowings                                           1,540             --
Cancellation of loans payable - related parties               (3,230,577)            --
                                                             -----------    -----------
  Net cash used in continuing operations                      (3,469,037)       518,047
  Net cash provided by discontinued operations                   (47,370)       (43,624)
                                                             -----------    -----------
  Net cash provided by (used in) financing activities         (3,516,407)       474,423

  Net increase (decrease) in cash & cash equivalents               86,933          5,983
  Cash & cash equivalents at beginning of year                     14,367          8,383
                                                             ------------   ------------
  Cash & cash equivalents at end of year                     $    101,300   $     14,367
                                                             ============   ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the year for Interest Expense               $    284,506   $    429,197
                                                             ============   ============
Income taxes paid                                            $          0   $      2,400
                                                             ============   ============
</TABLE>

               See Notes to the Consolidated Financial Statements


                                       24

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

Note 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 a new chairman
of the Board of Directors was appointed in the meeting by unanimous consent of
the Board of Directors. On September 30, 2005, the Board of Directors approved a
resolution declaring that 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, 2006, the Company had an accumulated deficit of $10,873,309, a
stockholders' deficiency of $1,241,008, and has insufficient capital to fund all
of its obligations. The Company discontinued its Litigation Finance Business
and, as a result, the Company has no revenue-generating business operations at
September 30, 2006 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.


                                       25

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

Note 1. - Organization and Basis of Presentation

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, 2007. 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.

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.

Note 2. - Summary of Significant Accounting Policies

a. Basis of presentation:

The accompanying financial statements include the accounts of Case Financial
Inc. and its subsidiaries, Case Financial, LLC and Case Capital Corporation. All
significant intercompany accounts, transactions and profits have been eliminated
upon consolidation and combination.

In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long -Lived Assets", the Company has determined that it complied with the
provisions of SFAS No. 144 at September 30, 2006 and 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, 2006
and 2005, and has reclassified its consolidated financial statements of
September 30, 2005 to reflect such accounting treatment, and the assets and
liabilities of the Litigation Finance Business have been classified accordingly.


                                       26

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

Note 2. - Summary of Significant Accounting Policies

b. Use of estimates:

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
certain estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.

Actual amounts could differ from those estimates. A significant estimate is the
allowance for losses on investments in contracts and loans receivable. Because
of the inherent uncertainties in estimating the allowance for losses on
investments in contracts and loans receivable, it is likely that the Company's
estimate of the allowance for losses on investments in contracts and loans
receivable will change, as circumstances become better known. Management closely
monitors the progress of each case in order to reevaluate its estimate of
uncollectible investments in contracts and loans receivable.

c. Cash and cash equivalents:

The Company considers all liquid investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents. The Company maintains its cash in bank deposit accounts that may
exceed federally insured limits. The company has not experienced any losses in
such accounts.

d. Principles of Consolidation:

The accompanying financial statements include the accounts of Case Financial
Inc. and its subsidiaries, Case Financial, LLC and Case Capital Corporation. All
significant intercompany accounts, transactions and profits have been eliminated
upon consolidation and combination.


                                       27

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

Note 2. - Summary of Significant Accounting Policies - continued

e. Impairment of Long-Lived Assets:

Long-lived assets consist primarily of property and equipment. The
recoverability of long-lived assets is evaluated by an analysis of operating
results and consideration of other significant events or changes in the business
environment. If impairment exists, the carrying amount of the long-lived assets
is reduced to its estimated fair value, less any costs associated with the final
settlement. As of September 30, 2006, management believes there was no
impairment of the Company's long-lived assets.

In accordance with SFAS 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, 2006 and 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, 2006
and 2005, and has reclassified its consolidated financial statements as of
September 30, 2005 to reflect such accounting treatment, and the assets and
liabilities of the Litigation Finance Business have been classified accordingly.

f. Property and Equipment:

Depreciation is computed using accelerated methods based on the estimated useful
lives of the assets, generally as follows:

Computer software                 3 years
Office furniture and fixtures   5-7 years
Equipment                         5 years

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.


                                       28

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

Note 2. - Summary of Significant Accounting Policies - continued

g. Prepayments and other assets:

Finders' fees, prepaid interest, and loan fees are included in prepayments and
other assets. These assets are amortized on the straight-line method over the
term of the related debt and are expensed immediately in the case of demand
notes.

h. Stock-based compensation:

The Company accounts for stock-based compensation arrangements in accordance
with the provisions of SFAS No. 123R "Accounting for Stock-Based Compensation"
which establishes a fair value-based method of accounting for stock-based
compensation plans. Under SFAS No. 123R, compensation cost is recognized based
on the difference, if any, on the date of grant between the fair value of the
Company's common stock and the amount the grantee must pay to acquire the stock.
The Company uses the Black-Scholes option-pricing model to determine the fair
value of each stock option granted.

i. Deferred taxes on income:

The Company records deferred taxes on income for transactions that are reported
in different years for financial reporting and tax purposes using an asset and
liability method whereby assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. A valuation allowance is established against
deferred tax assets when the Company is unable to determine it is more likely
than not that the deferred tax assets will be realized.

j. Fair value of financial instruments:

The carrying value of cash and accrued expenses are measured at cost, which
approximates their fair value. The carrying values of loans payable are
presented at face value plus accrued interest and dividends through the due
date. 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.


                                       29

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

Note 2. - Summary of Significant Accounting Policies - continued

k. Segment Reporting

Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure
About Segments of an Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for making operating decisions and assessing performance. Reportable segments
are based on products and services, geography, legal structure, management
structure, or any other manner in which management disaggregates a company.
Currently, SFAS 131 has no effect on the Company's financial statements as
substantially all of the Company's operations are conducted in one industry
segment.

l. Recent Accounting Pronouncements:

In 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 has not evaluated
the impact of this pronouncement on its financial statements.


                                       30

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

l. Recent Accounting Pronouncements - continued:

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.

In February 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments". SFAS No. 155 amends SFAS No 133, "Accounting for
Derivative Instruments and Hedging Activities", and SFAF No. 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities". SFAS No. 155, permits fair value remeasurement for any hybrid
financial instrument that contains an embedded derivative that otherwise would
require bifurcation, clarifies which interest-only strips and principal-only
strips are not subject to the requirements of SFAS No. 133, establishes a
requirement to evaluate interest in securitized financial assets to identify
interests that are freestanding derivatives or that are hybrid financial
instruments that contain an embedded derivative requiring bifurcation, clarifies
that concentrations of credit risk in the form of subordination are not embedded
derivatives, and amends SFAS No. 140 to eliminate the prohibition on the
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial interest other than another derivative financial
instrument. This statement is effective for all financial instruments acquired
or issued after the beginning of the Company's first fiscal year that begins
after September 15, 2006. The Company has not evaluated the impact of this
pronouncement on its financial statements.

In March 2006 FASB issued SFAS 156 'Accounting for Servicing of Financial
Assets' this Statement amends FASB Statement No. 140, Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities, with
respect to the accounting for separately recognized servicing assets and
servicing liabilities. This Statement:

      1.    Requires an entity to recognize a servicing asset or servicing
            liability each time it undertakes an obligation to service a
            financial asset by entering into a servicing contract.

      2.    Requires all separately recognized servicing assets and servicing
            liabilities to be initially measured at fair value, if practicable.

      3.    Permits an entity to choose 'Amortization method' or Fair value
            measurement method' for each class of separately recognized
            servicing assets and servicing liabilities:


                                       31

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

l. Recent Accounting Pronouncements - continued:

      4.    At its initial adoption, permits a one-time reclassification of
            available-for-sale securities to trading securities by entities with
            recognized servicing rights, without calling into question the
            treatment of other available-for-sale securities under Statement
            115, provided that the available-for-sale securities are identified
            in some manner as offsetting the entity's exposure to changes in
            fair value of servicing assets or servicing liabilities that a
            service elects to subsequently measure at fair value.

      5.    Requires separate presentation of servicing assets and servicing
            liabilities subsequently measured at fair value in the statement of
            financial position and additional disclosures for all separately
            recognized servicing assets and servicing liabilities.

This Statement is effective as of the beginning of the Company's first fiscal
year that begins after September 15, 2006. Management believes that this
statement will not have a significant impact on the consolidated financial
statements.

Note 3. - Investment - Bahamas

The company invested $40,000 during the year ended September 2006. as part of an
agreement with Management One Ltd., a property management company located in
Nassau, The Bahamas, to form a new jointly owned company, The Great Andros Land
Company Ltd. The company is being formed to develop a plan to acquire and/or
assume operational and developmental control of approximately 4,000 acres in
Fresh Creek, Andros, which is owned by the Hotel Corporation of The Bahamas
(HCB), a government agency that holds title to the Crown Lands of The Bahamas.


                                       32

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

Note 4. - 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. 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, 2006 and 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, 2006 and 2005, and the assets and
liabilities of the Litigation Finance Business have been classified accordingly.
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.
All revenues and expenses associated with the Litigation Finance Business have
been reclassified and the net amount reported on its Condensed Consolidated
Statement of Operations as Loss from Discontinued Operations.

Note 5. - Settlement forgiveness of debt

On October 5, 2005, the Company and a former director and a former Vice
President of Underwriting, Secretary and director of the Company executed a
Settlement and Release Agreement regarding a derivative lawsuit filed by CWIPP
pursuant to which; a) the former director would 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) the
former Vice President of Underwriting, Secretary and director would 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) both parties would be
released from further action by the CCWIPP and the Company with respect to the
claims made in the derivative lawsuit, and; d) both parties agree to waive any
and all further claims against the Company and CCWIPP. The court approved the
foregoing agreement in February 2006.

As a result of the foregoing, the Company recognized a gain on forgiveness of
debt of $28,342 of accrued interest on the foregoing principal through February
2006 and $85,000 representing the market value of the 850,000 shares of the
Company's common stock returned at price per share of $0.10 as of the date of
the court approval of the settlement agreement.


                                       33

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

Note 5. - Settlement forgiveness of debt - continued

On August 8, 2005, a lawsuit was filed against the Company by Harvey Bibicoff, a
former CEO and director of the Company in the Superior Court of the State of
California, Case Number BC 337914. The plaintiff was 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 plaintiff participated in the funding. It was 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. On September 1, 2006,
the Company reached a settlement agreement with Mr. Bibicoff resolving all
current litigation between the Company and this individual. The key terms to
this settlement agreement were:

      o     The cancellation of promissory notes and accrued interest together
            totaling approximately $875,000 held by this individual.

      o     The dismissal of this individual from the derivative lawsuit filed
            in the Delaware Court of Chancery on March 16, 2005.

The release of each party from any and all claims that could have been asserted
by the other party in any of the actions dismissed as a result of this
settlement agreement.

On March 31, 2006 the Company reached a settlement agreement with the Canadian
Commercial Workers Industry Pension Plan and several of it subsidiaries
(CCWIPP). CCWIPP was the Company's largest secured creditor as well as a
shareholder.

This settlement agreement resolves the Company's outstanding loans to CCWIPP,
the common stock of the Company held by CCWIPP and dismisses the litigation
commenced by the Company with regard to business issues between the Company and
CCWIPP.

The key terms to this agreement are:

      o     The Company and CCWIPP shall form an Operating Committee to oversee
            the collection of receivable due from advances made through the
            Company by both parties. This Operating Committee would be given the
            sole right and power to pursue collection on behalf of and for the
            benefit of both parties.

      o     The net proceeds of moneys collected by the operating Committee or
            moneys received from the derivative lawsuit filed against former
            officers and directors of the Company would be divided between the
            parties, 60% of the net proceeds due to CCWIPP and 40% of the net
            proceeds due to the Company. Once CCWIPP has


                                       34

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

      Note 5. - Settlement forgiveness of debt - continued

      o     recovered $4,000,000, this division would reverse with 60% of the
            net proceeds due to the Company and 40% of the net proceeds due to
            CCWIPP.

      o     The cancellation of $2,500,000 in notes plus all accrued interest
            owed to CCWIPP by the Company.

      o     The dismissal of the lawsuit filed by the Company against CCWIPP.

      o     The return of 1,000,000 shares of the Company's common stock to the
            Company treasury and the cancellation of 3,000,000 warrants to
            purchase the Company's common stock at an exercise price of $.50
            that had been issued to CCWIPP.

      o     The issuance of new warrants to CCWIPP to purchase up to 1,500,000
            shares of the Company's common stock at an exercise price of $.25.
            These warrants expire on December 31, 2008.

      As a result of the foregoing, the Company recognized a gain on forgiveness
      of debt of $2,979,601 consisting of $2,500,000 in principal of debt
      forgiven, $644,601 of accrued interest on the foregoing principal through
      March, 31, 2006, $240,000 representing the market value of the 1,000,000
      shares of the Company's common stock returned at price per share of $0.24,
      the market value as of the date of the settlement agreement. The foregoing
      is offset by $405,000 representing the value, as determined using the
      Black -Shores option pricing model, of the new warrants to CCWIPP to
      purchase up to 1,500,000 shares of the Company's common stock at an
      exercise price of $.25. These warrants expire on December 31, 2008.

Note 6. - Property and 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:

                                      Year Ended
                                    September 30,
                                 -------------------
                                   2006        2005
                                 --------   --------
Computer Software                $  3,240   $  3,240
Office furniture and fixtures       3,077      3,077
Office Equipment                   13,922     13,922
                                 --------   --------
Less: Accumulated depreciation    (18,097)   (15,884)
                                 --------   --------
                                 $  2,142   $  4,355
                                 ========   ========


                                       35

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

Note 7. - Loans Payable, Related Parties

                                                            Year Ended
                                                        September 30, 2006
                                                        ------------------
1   Notes payable, uncollateralized, interest payable
    monthly at 12.0% per annum, due January 1, 2007          $150,000

2   Revolving demand loans - officers                          48,800
                                                             --------
                                                             $198,800
                                                             ========

The related party debt consists of the following:

(1) Effective January 1, 2003, an accredited investor, which is 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. The Company is in default on this note due to
non-payment of interest.

(2) The Company entered into revolving demand loan agreements with its Chief
Executive Officer and Chief Financial Officer. Pursuant to the terms of these
agreements, the Company may borrow, at the discretion of the lender, up to
$50,000 from each officer payable on demand with interest at 8.0%. As of
September 30, 2006, $10,300 was outstanding to the Company's Chief Executive
Officer and $38,500 was outstanding to the Company's Chief Financial Officer.
The Company accrued interest of $1,668 and $2,112 on the above notes for the
year ending September 30, 2006, respectively.

Note 8. - Loans Payable, Unrelated Parties

The unrelated party debt consists of the following:

                                                               Year Ended
                                                           September 30, 2006
                                                           ------------------
1   Note payable unsecured payable May 23, 2004 plus
    interest at 8% per annum.                                   $100,000
2   Notes payable, uncollateralized, interest payable
    monthly at 12.0% per annum, due January 1, 2007               50,000
3   Promissory demand notes, unsecured, interest payable
    monthly at 12.0% per annum                                   120,000
                                                                --------
                                                                $270,000
                                                                ========


                                       36

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

Note 8. - Loans Payable, Unrelated Parties - continued

      (1)   The note, for $100,000, due to a relative of the Company's former
            CEO. The note holder has informed the Company that this $100,000
            note was due May 2004. The note holder has filed suite (see
            litigation note). On this note due to non-payment of interest.

      (2)   The principal amount of this promissory note was $50,000. Effective
            January 1, 2003, the note holder converted their investment in the
            Company by exchanging a four-year, 9.85% per annum promissory note
            for a four year, 12% per annum Promissory note. The Company is in
            default on this note due to non-payment of interest.

      (3)   The Company had outstanding as of September 30, 2006, $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. The note
            holders have filed suit (see litigation note).

Note 9. - Commitments

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

 Year Ended
September 30,
-------------
    2006        $23,701
    2007         13,161
                -------
                $36,862
                =======


                                       37

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

Note 10. - Contingencies

On July 12, 2006 a lawsuit was filed against the Company by Woodland Finance,
Inc. a California Corporation as Assignee of Eric Alden a former C.E.O and
director of the Company and Frederick Barak, demanding payment on two promissory
notes in the amount of $45,000.00 and $75,000.00. The Company continues to
defend this suit and believes the ultimate outcome of it will not have a
material impact on the company's financial condition.

On June 23, 2006, a suit was filed against the Company by a relative of Eric
Alden a former CEO and director of the Company, demanding repayment of two
advances made to attorneys by the Company on the plaintiff's behalf. The Company
does not believe that the outcome of this case will have a material effect on
the financial condition of the Company.

On June 12, 2006 the Company entered into a settlement agreement with certain
creditors of Old Case Inc. Under the terms of the settlement agreement, those
creditors returned to the Company an aggregate of 1,812,424 common shares of the
Company's common stock and assigned their interest in Old Case Inc. to the
Company. This settlement agreement specifically releases each of the named
creditors from any and all claims against them by the Company and indemnifies
those creditors against any and all cross claims by former Old Case creditors,
officers, and directors.

On June 2, 2006, a relative of Eric Alden a former CEO and director of the
Company in the Superior Court of the State of California, Case Number BC 347120,
filed a suit against the Company demanding payment on a promissory note in the
amount of $100,000. As well as repayment of three advances made to attorneys by
the Company on the plaintiff's behalf. The Company does not believe that the
outcome of this case will have a material effect on the financial condition of
the Company.

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 the
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 seeked 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. On
March 31, 2006, the Company reached a settlement agreement with the CCWIP and
its subsidiaries, resolving and dismissing this lawsuit. The settlement
agreement also establishes a mechanism for the collection of advances made by
the Company on behalf of either party. The key terms to this agreement are:


                                       38

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

Note 10. - Contingencies - continued

      o     The Company and CCWIPP shall form an Operating Committee to oversee
            the collection of receivables due from advances made through the
            Company by both parties. This Operating Committee would be given the
            sole right and power to pursue collection on behalf of and for the
            benefit of both parties.

      o     The net proceeds of moneys collected by the Operating Committee or
            moneys received from the derivative lawsuit filed against former
            officers and directors of the Company would be divided between the
            parties, 60% of the net proceeds due to CCWIPP and 40% of the net
            proceeds due to the Company. Once CCWIPP has recovered $4,000,000,
            this division would reverse with 60% of the net proceeds due to the
            Company and 40% of the net proceeds due to CCWIPP.

      o     The cancellation of $2,500,000 in notes plus all accrued interest
            owed to CCWIPP by the Company.

      o     The return of 1,000,000 shares of the Company's common stock to the
            Company treasury and the cancellation of 3,000,000 warrants to
            purchase the Company's common stock at an exercise price of $.50
            that had been issued to CCWIPP.

      o     The issuance of new warrants to CCWIPP to purchase up to 1,500,000
            shares of the Company's common stock at an exercise price of $.25.
            These warrants expire on December 31, 2008.

On August 8, 2005, a lawsuit was filed against the Company by Harvey Bibicoff, a
former CEO and director of the Company in the Superior Court of the State of
California, Case Number BC 337914. The plaintiff was 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 plaintiff participated in the funding. It was 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. On September 1, 2006,
the Company reached a settlement agreement with Mr. Bibicoff resolving all
current litigation between the Company and this individual. The key terms to
this settlement agreement were:

      o     The cancellation of promissory notes and accrued interest together
            totaling approximately $875,000 held by this individual.

      o     The dismissal of this individual from the derivative lawsuit filed
            in the Delaware Court of Chancery on March 16, 2005.

      o     The release of each party from any and all claims that could have
            been asserted by the other party in any of the actions dismissed as
            a result of this settlement agreement.


                                       39

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

Note 10. - Contingencies - continued

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:

      o     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

      o     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.

      o     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.

      o     Mr. Pollock and Mr. Gregory agree to waive any and all further
            claims against the Company and the major stockholder.

The foregoing agreement was approved by the Court of Chancery in the State of
Delaware and was consummated in February 2006. Mr. Bibicoff was released from
this derivative action as a result of the settlement agreement discussed earlier
in this section. Mr. Alden remains the sole defendant in this action.
Furthermore,

      o     On April 25, 2005, Mr. Alden filed a breach of contract lawsuit
            against the Company in the Superior Court of the State of
            California. This lawsuit has been stayed by the court pending the
            outcome of the derivative action.

      o     On April 19, 2006 Mr. Alden filed a wrongful termination lawsuit
            against the Company in the Superior Court of the State of
            California. The court pending the outcome of the derivative action
            has stayed this lawsuit.


                                       40

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

Note 11. - Taxes on Income

No provision was made for Federal income tax since the Company has significant
net operating loss. As of September 30, 2006, the Company had available net
operating loss carryforwards amounting to approximately $10,808,309, that may be
applied against future taxable income and that expire in 2026 for federal tax
purposes and 2010 for state tax purposes. A substantial portion of this net
operating loss carryforwards may be limited due to past and future changes of
ownership.

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

                                                 September 30,
                                                      2006
                                                 -------------
Tax benefit of net operating loss carryforward    $ 3,705,658
Valuation allowance                                (3,705,658)
                                                  -----------
Net deferred tax asset                            $        --
                                                  ===========

Note 12 - Common Stock Transactions

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 ($0.072 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. The market value of the stock on the date granted
was $0.08 per share for a total of $24,000, which was 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 whom 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 was charged to financial
consulting fees.


                                       41

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                          Year Ended September 30, 2006

Note 12 - Common Stock Transactions - continued

On January 9, 2006, the Company issued 50,000 shares of common stock to the
holder of the secured note payable in accordance with the terms of the secured
note entered into on December 30, 2005 as additional interest expense. The
common stock was valued at $0.11 per share resulting in charge to expense of
$5,500.

On April 5, 2006 in accordance with the terms of a secured note payable, the
Company issued 50,000 shares of common stock to the note holder. The market
value of the stock on the date of issue was $0.31 per share, which will result
in a charge to interest of $15,500, which will be amortized through December 31,
2006, the remaining term of the note.

On April 5, 2006 in accordance with the terms of a one-year agreement for
services, the Company issued 150,000 shares of common stock to the Market
Maker's. The market value of the stock on the date of issue was $0.31 per share,
which will result in a charge to general and administrative expense of $31,000,
which will be amortized through November 2006, the remaining term of the
agreement.

On July 14, 2006, the Company issued to Kaliber Management Corporation, 150,000
shares of its common stock for financial consulting services. The market value
of the stock on the date granted was $0.50 per share for a total of $76,000,
which was charged to financial consulting fees.

During the year ended September 20, 2006, 2,500,000 were issued as a result of
warrants being exercised at an exercise price of $0.10 per share.

As of September 30, 2006 the Company has 24,406,812 shares of common stock
outstanding.

Note 13. - Going concern

The accompanying financial statements contemplate continuation of the Company as
a going concern. The Company incurred net income of $3,157,051 and net loss of
$1,586,202 during the years ended September 30, 2006 and 2005, respectively.
There was an accumulated deficit of $10,873,309, as of September 30, 2006 and
total liabilities exceeded total assets by $1,241,008 as of September 30, 2006.
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.


                                       42

<PAGE>

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

On August 1, 2006 the Board of Directors of Case Financial, Inc. (the "Company")
dismissed the firm of Kabani & Company, Inc. as the Company's independent
accountants and appointed the firm of Chang G. Park, CPA, to serve as
independent public accountants of the Company for the fiscal year ending
September 30, 2006.

Kabani & Company, Inc. report on the Company's consolidated financial statements
for the fiscal year ended September 30, 2005 and 2004 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, 2005 and 2004 and through August 1, 2006,
there were no disagreements with Kabani & Company, Inc. on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Kabani & Company, Inc.
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 Kabani & Company, Inc. with a copy of the foregoing
disclosures.

During the years ended September 30, 2005 and 2004 and through the date hereof,
the Company did not consult with Chang G. Park, CPA 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.


                                       43

<PAGE>

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.

The following are the directors and officers as of September 30, 2006.

     Name                              Position                        Age
     ----                              --------                        ---
Michael Schaffer      Chairman of the Board, Chief Executive Officer   64
Lawrence Schaffer     Director, President, Chief Financial Officer     38
Waddy Stephenson      Director, Secretary                              46
William J Rappaglia   Director, Chief Operating Officer                59


                                       44

<PAGE>

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.

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.


                                       45

<PAGE>

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 2005 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 met in a timely manner by certain of its executive officers, Board
members and greater than ten-percent stockholders.

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 accrued compensation
earned by the Company's Chief Executive Officer and Chief Financial Officer for
the year ended September 30, 2006.

                           Annual Compensation
                         ----------------------
Name                     Year   Salary    Bonus
----------------------   ----   -------   -----
Michael Schaffer, CEO    2006   $99,000   $--(1)
Lawrence Schaffer, CFO   2006   $84,000   $--(2)

      (1)   Includes an auto allowance of $9,000.

      (2)   Includes an auto allowance of $6,000.

Option Grants in Last Fiscal Year

      None

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

      None


                                       46

<PAGE>

Employment Agreements:

As of September 30, 2006 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. During the year
ended September 30, 2006 the Company accrued compensation for each director an
amount of $2,000 per month for a total of $96,000 as compensation for services
performed during the year.

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, 2006 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:


                                       47

<PAGE>

Name of Beneficial Owner                                        Total       %
-------------------------------------------------------       ---------   -----
Michael Schaffer                                          1   1,706,015    6.35%
Lawrence Schaffer                                         2   1,562,850    5.84%
Waddy Stephenson                                          3     746,300    2.80%
William Rapaglia                                          4   1,900,000    7.12%
Directors and Executive Officers as a group (4 persons)       5,915,165   21.26%
  Canadian Commercial Workers Industry Pension Plan
  125 Queens Plate Drive, Ste. 220
  Etobicoke, Ontario M9W 6V1                              5   1,820,833    6.53%
Sam D. Schwartz
  16032 Valley Meadow Place
  Encino, CA 91436                                            3,767,300   14.29%

(1) Includes 1,206,015 shares and warrants to purchase 500,000 shares of the
Company's common stock at an exercise price of $0.10. These warrants expire on
March 31, 2007.

(2) Includes 1,187,850 shares and warrants to purchase 375,000 shares of the
Company's common stock at an exercise price of $0.10. These warrants expire on
March 31, 2007.

(3) Includes 496,300 shares and warrants to purchase 250,000 shares of the
Company's common stock at an exercise price of $0.10. These warrants expire on
March 31, 2007.

(4) Includes 1,575,000 shares and warrants to purchase 325,000 shares of the
Company's common stock at an exercise price of $0.10. These warrants expire on
March 31, 2007.

(5) Includes 320,833 shares and warrants to purchase 1,500,000 shares of the
Company's common stock at an exercise price of $0.25. These warrants expire on
December 31, 2008.

(6) This table was calculated using the number of shares outstanding as of
December 31, 2006, which was 26,370,145.


                                       48

<PAGE>

Item 12. Certain Relationships and Related Transactions

On October 19, 2005, the Company issued to Sam Schwartz 200,000 shares of its
common stock in payment of accrued interest on the outstanding convertible
debentures in the amount of $7,175 ($0.072 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. The market value of the stock on the date granted
was $0.08 per share for a total of $24,000, which was charged to financial
consulting fees.

On July 14, 2006, the Company issued to Kaliber Management Corporation, 150,000
shares of its common stock for financial consulting services. The market value
of the stock on the date granted was $0.50 per share for a total of $76,000,
which was charged to financial consulting fees.

On February 28, 2005, the Company purchased a 65.63% interest, valued at
$287,000, in the remaining case portfolio of Case Financial Funding, Inc through
the issuance of a convertible debenture in the amount of $287,000. In September
2006, pursuant to the terms of the debenture, the debenture was converted to
1,913,333 shares of the Company's common stock representing a conversion price
of $0.15 per share. On December 19, 2006, the Company issued to Sam Schwartz
these shares along with an additional 50,000 shares of its common stock in
payment of accrued interest still due on this debenture in the amount of
$8,370.81 ($0.167 per share).

Sam Schwartz is deemed a related party in that his beneficial common stock
ownership exceeds 5%. Kaliber Management Corporation is deemed a related party
in that Sam Schwartz controls it.

On June 12, 2006 the Company entered into a settlement agreement with certain
creditors of Old Case Inc. Under the terms of the settlement agreement, those
creditors returned to the Company an aggregate of 1,812,424 common shares of the
Company's common stock and assigned their interest in Old Case Inc. to the
Company. This settlement agreement specifically releases each of the named
creditors from any and all claims against them by the Company and indemnifies
those creditors against any and all cross claims by former Old Case creditors,
officers, and directors.

Old Case Inc. was deemed a related party in that its beneficial common stock
ownership prior to this transaction exceeded 5%.


                                       49

<PAGE>

On March 31, 2006, the Company reached a settlement agreement with the CCWIP and
its subsidiaries, resolving and dismissing all pending litigation between the
Company and the Canadian Commercial Workers Industry Pension Plan (CCWIP). The
settlement agreement also establishes a mechanism for the collection of advances
made by the Company on behalf of either party. The key terms to this agreement
are:

      o     The Company and CCWIPP shall form an Operating Committee to oversee
            the collection of receivables due from advances made through the
            Company by both parties. This Operating Committee would be given the
            sole right and power to pursue collection on behalf of and for the
            benefit of both parties.

      o     The net proceeds of moneys collected by the Operating Committee or
            moneys received from the derivative lawsuit filed against former
            officers and directors of the Company would be divided between the
            parties, 60% of the net proceeds due to CCWIPP and 40% of the net
            proceeds due to the Company. Once CCWIPP has recovered $4,000,000,
            this division would reverse with 60% of the net proceeds due to the
            Company and 40% of the net proceeds due to CCWIPP.

      o     The cancellation of $2,500,000 in notes plus all accrued interest
            owed to CCWIPP by the Company.

      o     The return of 1,000,000 shares of the Company's common stock to the
            Company treasury and the cancellation of 3,000,000 warrants to
            purchase the Company's common stock at an exercise price of $.50
            that had been issued to CCWIPP.

      o     The issuance of new warrants to CCWIPP to purchase up to 1,500,000
            shares of the Company's common stock at an exercise price of $.25.
            These warrants expire on December 31, 2008.

The CCWIP is deemed a related parted in that its common stock ownership exceeds
5%.

On September 1, 2006, the Company reached a settlement agreement with Harvey
Bibicoff, a former director and officer of the Company, resolving and dismissing
all pending litigation between the Company and this Mr. Bibicoff. The key terms
to this settlement agreement were:

      o     The cancellation of promissory notes and accrued interest together
            totaling approximately $875,000 held by this individual.

      o     The dismissal of this individual from the derivative lawsuit filed
            in the Delaware Court of Chancery on March 16, 2005.

      o     The release of each party from any and all claims that could have
            been asserted by the other party in any of the actions dismissed as
            a result of this settlement agreement.

During the year ended September 30, 2006, William Rapaglia, a director of the
Company, exercised warrants to purchased 500,000 shares of the Company's common
stock at an exercise price of $.10 per share.


                                       50

<PAGE>

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. was our independent accountant for the years ended
September 30, 2005 and for the interim periods ended December 31, 2005 and March
31, 2006. 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 $15,000 for the interim
periods ended December 31, 2005 and March 31, 2006.

Chang G. Park was our independent accountant for the years ended September 30,
2006 and for the interim period June 30, 2006. Services provided to us by Chang
G. Park 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. Chang G. Park with respect to these matters aggregated
approximately $2,500 for the interim period ended June 30, 2005. Audit fees for
the year ended September 30, 2006 is anticipated to total $14,500. Review fees
for the interim periods ending December 31, 2006, March 31, 2007, and June 30,
2007 are anticipated to total $7,500.

The accountant fees spent for each of the Company's years ended 2006 and 2005
are set forth as follows in tabular form:

                       2006     2005
                     -------   -------
Audit Fees           $32,000   $60,500
Audit Related Fees   $  0.00   $  0.00
Tax Fees             $  0.00   $  0.00
All Other Fees       $  0.00   $  0.00

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 2006.


                                       51

<PAGE>

                                   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 11, 2007             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 11, 2007


/s/ Lawrence Schaffer
----------------------     Director, President,
Lawrence Schaffer        Chief Financial Officer   January 11, 2007


/s/ Waddy Stephenson
----------------------
Waddy Stephenson           Director, Secretary     January 11, 2007


                                       52

<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

10.10* $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


                                       53