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, 2007
                                       OR

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

For the Transition period from _____________  to _____________________

                         COMMISSION FILE NUMBER 0-27757

                              CASE FINANCIAL, INC.
             (Exact Name of registrant as specified in its charter)

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

                7720 El Camino Real, Suite 2E, Carlsbad, CA 92009
                    (Address of principal executive offices)

                                 (760) 804-1449
              (Registrant's telephone number, including area code)

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.001 par value
                                (Title of class)

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: None

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court.
Yes |X| No |_|

As of December 31, 2007 there were 28,535,145 shares of common stock
outstanding.

                                       1
<PAGE>

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, 2007
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, 2007 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.







                                       2
<PAGE>

                                Table of Contents
<TABLE>
<CAPTION>
<S>                                                                                                              <C>
PART I............................................................................................................1
   Item 1. Description of Business................................................................................1
   Item 2. Description of Property................................................................................2
   Item 3. Legal Proceedings......................................................................................3
   Item 4. Submission of Matters to a Vote of Security Holders....................................................5
PART II...........................................................................................................5
   Item 5. Market for Common Equity and Related Stockholder Matters...............................................5
   Item 6. Management's Discussion and Analysis or Plan of Operation..............................................6
   Item 7. Financial Statements..................................................................................13
   Item 8. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure..................32
   Item 8A. Controls and Procedures..............................................................................32
   Item 8B. Other Information....................................................................................32
PART III.........................................................................................................33
   Item 9. Directors, and Executive Officers of the Registrant...................................................33
   Item 10. Executive Compensation...............................................................................34
   Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.......35
   Item 12. Certain Relationships and Related Transactions.......................................................36
   Item 13. Exhibits and Reports.................................................................................36
   Item 14. Principal Accountant Fees and Services...............................................................37
   SIGNATURES....................................................................................................38
   Exhibit Index.................................................................................................38
</TABLE>








                                       3
<PAGE>

PART I

Item 1. Description of Business

General

We were originally incorporated as Sheen Minerals, Inc. on August 26, 1983 in
British Columbia, Canada. In September 1993, we domesticated under Section 388
of the Delaware General Corporation Law. Since our incorporation, we have been
in several different businesses. On March 12, 2002, we entered into a definitive
Asset Purchase Agreement (the "Agreement") with Case Financial, Inc., a private
California corporation, wherein we purchased certain assets and the entire
business operations of Case Financial, Inc. and its wholly owned subsidiary Case
Financial Funding, Inc. (hereinafter referred to as "Old CFI"), and Case
Financial, LLC (a California Limited Liability Company related through common
ownership, and hereinafter referred to as "LLC") (together hereinafter referred
to as "Old Case").

In May 2002, the Company changed its name to Case Financial, Inc. (Case) and
changed its fiscal year end to September 30. Case Financial, Inc. and its
subsidiaries, Case Financial, LLC, and Case Capital Corporation, which was
formed in November 2002, are hereinafter referred to collectively as "Case" or
the "Company". 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"). Case funding services
had 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 were collateralized solely by the potential proceeds of the
underlying litigation.

On September 30, 2005, the Company's Board of Directors approved a resolution
declaring that the Company discontinued its Litigation Finance Business.

The Company's management is considering 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.

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 had 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 were collateralized solely by the
potential proceeds of the underlying litigation.

By the unanimous consent of the Board of Directors dated September 30, 2005, the
Company's Board of Directors approved a resolution declaring that the Company
discontinue its Litigation Finance Business. The Board of Directors further
discussed that it shall continue to actively seek new business opportunities for
the Company.

                                       1
<PAGE>

Business Plan

We intend to continue our efforts to 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,
2008. However, to the extent our estimates and assumptions are inaccurate and/or
we are unable to 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.

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, 2007, the Company has two employees.


Item 2. Description of Property

As of June 1, 2007, the Company leased a new office space of 608 square feet
located at 7720 El Camino Real Suite 2E, Carlsbad, California 92009. These
facilities were leased at a monthly rental of $1,398.40 for the initial twelve
months and $1,453.12 for the second twelve months. This lease expires on June 1,
2009. Lease commitments, excluding property taxes and insurance, are as follows:
$17,000 and $11,625 for the years ended 2008, and 2009, respectively. We believe
that our existing facilities are adequate to meet current requirements and that
suitable additional or substitute space will be available if needed.

                                       2
<PAGE>

Item 3. Legal Proceedings

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

On October 5, 2005, Mr. Gregory, Mr. Pollock, and the Company executed a
Settlement and Release Agreement regarding this action pursuant to which:

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

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

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

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

The foregoing agreement was approved by the Court of Chancery in the State of
Delaware and was consummated in February 2006. .

On September 1, 2006, the Company reached a settlement agreement with Mr.
Bibicoff resolving all current litigation between the Company and this
individual. The key terms to this settlement agreement were:

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

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

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

The foregoing agreement was approved by the Court of Chancery in the State of
Delaware and was consummated in November 2007.

Mr. Alden remains the sole defendant in this action, on November 7th 2007 Case
Financial assumed the role of plaintiff in the derivative action commenced
against Alden in March 2005 by CCWIPP.

                                       3
<PAGE>

Furthermore:

A breach of contract lawsuit against the Company was filed in the Superior Court
of the State of California, by Mr. Alden on April 25th 2005 Case Number BC
332373. This lawsuit had been stayed by the court pending the outcome of the
derivative action and was dismissed on January 29, 2007.

On April 12, 2006, Mr. Alden filed another lawsuit against Landmark American
Insurance Company and Case Financial, Inc. in the Superior Court of the State of
Californian for the County of Los Angeles, Case Number BC 336747 demanding
indemnification for costs associated with this derivative action. This lawsuit
is ongoing.

On April 19, 2006 Mr. Alden filed a wrongful termination lawsuit against the
Company in the Superior Court of the State of California, Case Number BC 350929.
This lawsuit had been stayed by the court pending the outcome of the derivative
action and was dismissed on January 29, 2007.

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

On March 6, 2006 a lawsuit was filed in the Circuit Court of the 11th Judicial
Circuit for Miami-Dade County Florida, case number 07-06488CA 02 against the
Company by a law firm, for unpaid legal bills in the amount of $94,036. The
Company believes these fees are exorbitant and will defend this matter.

On June 2, 2006, a lawsuit was filed against the Company by a relative of Eric
Alden, in the Superior Court of the State of California, Case Number BC 347120.
The plaintiff was 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. On February 1, 2007, a settlement agreement was
reached between the Company and the plaintiff where the plaintiff received
$80,000 from moneys collected from one of these three advances. Additionally,
the Company assigned to the plaintiff the right to collect the remaining two
advances directly from the attorney who received the advance.

On June 23, 2006, a lawsuit was filed against the Company by a relative of Eric
Alden, in the Superior Court of the State of California, Case Number BC 347120.
The plaintiff was demanding repayment of two advances made to attorneys by the
Company on the plaintiff's behalf. On February 1, 2007, a settlement agreement
was reached between the Company and the plaintiff where the plaintiff received
$100,000 from moneys collected from one of these two advances. Additionally, the
Company assigned to the plaintiff the right to collect the remaining advance
directly from the attorney who received the advance.

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 Woodland Finance Inc., as
assignee of Eric Alden and Frederick Barak, was demanding payment on two
promissory notes in the amount of $45,000 and $75,000. On July 17, 2007, a
settlement agreement was reached between the Company and the plaintiff where the
plaintiff will receive $250,000 from the Company's portion of moneys recovered
on a non-recourse advance made to an attorney. Interest will accumulate at the
same rate that interest accumulates on the original advance. This advance is a
non-recourse advance in which the Company does not receive payment if the case
is not successfully prosecuted. The plaintiff assumes the same risk where the
plaintiff receives no payment unless the Company receives payment and any
negotiated reduction of interest will also reduce amounts owed to the plaintiff.

                                       4
<PAGE>

On February 27, 2007, the Company filed suit in the United States District
Court, Southern District of California, case number 07CV 0342 W JMA, against the
Canadian Commercial Workers Industry Pension Plan ("CCWIP"), South Ocean
Development Company Ltd. ("South Ocean"), Allen & Company and certain
individuals for fraud arising out of their conduct with respect to prior
litigation over 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. The suit alleged that the defendants made
fraudulent misrepresentations intended to induce Case Financial to rely and act
on these misrepresentations and enter into a settlement agreement resolving the
prior litigation. The suit also alleged that the defendants knowingly concealed
facts that would have had a material impact on that settlement agreement. On
April 24, 2007, the Company dismissed this lawsuit, because an employee of
("CCWIPP") refused to release funds owed to Case Financial & therefore the
company could not afford to continue the lawsuit.


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." 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.

                               2007                      2006
                     ---------------------------------------------------
                        HIGH          LOW         HIGH          LOW
                     ---------------------------------------------------
First Quarter           0.48         0.14         0.25         0.08
Second Quarter          0.35         0.16         0.30         0.10
Third Quarter           0.19         0.10         0.44         0.17
Fourth Quarter          0.12         0.05         0.76         0.31


As of December 31, 2007, there were approximately 432 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.




                                       5
<PAGE>

Recent Sales of Equity Securities

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).

During February and March 2005, the Company 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 a purchase price of $0.10 per share.

In February 2007, warrants to purchase 250,000 shares of the Company's common
stock at a price of $.10 per share were exercised.

In March 2007, certain officers and directors of the Company exercised their
remaining warrants to purchase a total of 1,450,000 shares of the Company's
common stock at a price of $.10 per share. This includes 500,000 shares
purchased by Michael Schaffer; 375,000 shares purchased by Lawrence Schaffer;
250,000 shares purchased by Waddy Stephenson; and 325,000 shares purchased by
William Rapaglia.

In April 2007 warrants to purchase 50,000 shares of the Company's common stock
at a price of $.10 per share were exercised.

In May 2007, warrants to purchase 175,000 shares of the Company's common stock
at a price of $.10 per share were exercised.

In July 2007, the Company extended its agreement for services with James Caplan,
dba Market Makers ("Market Makers"), to assist the Company in investor
relations. Pursuant to this extension the Company issued 240,000 shares of its
common stock. As part of this service agreement, Market Makers also received
options to purchase 300,000 shares of the Company's common stock at an exercise
price of $0.25 per share. These options expire on November 23, 2008.

Equity Compensation Plan Information

The company has no equity compensation plan for its employees, officers, or
directors. Accordingly, during the year ended September 30, 2007, the Company
did not issue shares or options to purchase shares of common stock to any
employee, officer, or director of the company. Furthermore, there are no
outstanding options to purchase shares of common stock held by any employee,
officer, or director of the company.


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.

                                       6
<PAGE>

Forward Looking Statements

The following "Management's Discussion and Analysis or Plan of Operation"
includes "forward looking statements." All statements other than statements of
historical fact made in this Form 10-KSB are forward-looking. In particular, any
statements made in this Form 10-KSB regarding industry prospects or our future
results of operations or financial position are forward-looking statements.
Forward-looking statements reflect our current expectations and are inherently
uncertain. The forward-looking statements contained herein are subject to a
variety of risks and uncertainties, including those discussed above under the
heading "Factors That May Affect Future Results" and elsewhere in this Annual
Report on Form 10-KSB that could cause actual results to differ materially from
those anticipated by us. Our actual results may differ significantly from our
expectations.

Overview

Case'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 had 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 were collateralized solely by the
potential proceeds of the underlying litigation.

By the unanimous consent of the Board of Directors dated September 30, 2005, the
Company's Board of Directors approved a resolution declaring that the Company
discontinue in its Litigation Finance Business. The Board of Directors further
discussed that it shall continue to actively seek new business opportunities for
the Company.

We have recorded on our September 30, 2007 and 2006 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 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, 2008. However, to the extent our estimates and
assumptions are inaccurate and/or we are unable to 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.

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, 2007 and 2006 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, 2007 and 2006, and
the assets and liabilities of the Litigation Finance Business have been
classified accordingly.

                                       7
<PAGE>

Use of estimates:

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

Long-lived assets:

We review for the impairment of long-lived assets, including the notes
receivable from Prior CFI, and certain identifiable intangibles, whenever events
or changes in circumstances indicate that the carrying amount of any asset may
not be recoverable. An impairment loss would be recognized when the estimated
undiscounted future cash flows expected to result from the use of the asset and
its eventual disposition is less than the carrying amount. If impairment is
indicated, the amount of the loss to be recorded is based on an estimate of the
difference between the carrying amount and the fair value of the asset. Fair
value is based upon discounted estimated cash flows expected to result from the
use of the asset and its eventual disposition and other valuation methods. When
a note receivable becomes impaired, interest is no longer accrued and is
recognized when received in cash.

Trends and Uncertainties:

The principal uncertainties we face are access to adequate capital to seek other
business opportunities, the ability to collect the outstanding balances pursuant
to our portfolio of investments in contracts and loans receivable and the
ability to resolve the various litigation matters facing us.

Results of Operations

Discontinued Operations

All revenue and expenses applicable to our Litigation Finance Business have been
reported as gain/(losses) from Discontinued Operations in Statement of
Operations. The components of gain/(loss) from Discontinued Operations for the
years ended September 30, 2007 and September 30, 2006 consist of the following:

                                                    Years Ended
                                    September 30, 2007       September 30, 2006
                                    ------------------       ------------------
Revenues                                 $ 172,076               $  91,627
Operating expenses                         (74,373)                (70,341)
                                         ---------               ---------
                                            97,703                 (70,341)
                                         ---------               ---------
Net income (Loss) from                   $  97,703               $  21,286
discontinued operations
                                         =========               =========

In the aggregate, the Company had income from discontinued operations of $97,703
compared to an income from Discontinued Operations for 2006 of $21,286. Revenues
from the discontinued Litigation Finance Business increased $80,449, or 87%, in
the year ended September 30, 2007 over the year ended September 30, 2006 as a
result of settlements that occurred that are related to the Company's
discontinued operations.

                                       8
<PAGE>

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, 2007,
administrative expenses increased $91,519, or 13%, to $807,751.

Interest Expense

Interest expense was $39,001 for the year ended September 30, 2007 compared with
$277,998 for the year ended September 30, 2006, a decrease of $238,997, or 86%.

Gain On Forgiveness of debt

Gain on forgiveness of debt consist of valuation and write-off of accounts
payable and loans payable. For the year ended September 30, 2007 gain on
forgiveness of debt was $896,769. For the year ended September 30, 2006 gain on
forgiveness of debt was $4,096,575.

Non-Cash Finance Expense

Non-cash finance expenses were zero for the year ended September 30, 2007, as
compared with $98,806 during the year ended September 30, 2006, a decrease of
$98,806.

Liquidity and Capital Resources

The financial statements for the fiscal year ended September 30, 2007; 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 $137,721 and $3,029,039 during
the years ended September 30, 2007 and 2006, respectively. There was an
accumulated deficit of $10,863,600 as of September 30, 2007 and total
liabilities exceeded total assets by $717,900 as of September 30, 2007. 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, 2007 reflects cash of $4,636 compared to cash
of $101,299 at September 30, 2006, a decrease of $96,663. Net cash used in
operating activities was $(172,710) for the year ended September 30, 2007
compared to $238,377 for the year ended September 30, 2006, a decrease in cash
used in operating activities of $411,087.

Investment Activities

Net cash provided by investing activities for the year ended September 30, 2007
was $28,547 compared to net cash provided by investing activities of ($15,000)
for the year ended September 30, 2006 an increase of $43,547.

Financing Activities

Net cash provided by financing activities was $47,500 for the year ended
September 30, 2007 as compared to $(136,445) for the year ended September 30,
2006 an increase of $183,432.

                                       9
<PAGE>

Factors That May Affect Future Results

We currently have no operating business.

We currently have no relevant operating business, revenues from operations or
assets. Our business plan is to seek a merger or business combination with an
operating business. We face all of the risks inherent in the investigation,
acquisition, or involvement in a new business opportunity. An investor's
purchase of any of our securities must be regarded as placing funds at a high
risk in a new or "start-up" venture with all of the unforeseen costs, expenses,
problems, and difficulties to which such ventures are subject.

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

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

We are dependent upon our current management.

We will be heavily dependent upon the skills, talents, and abilities of our
management to implement our business plan. Our management may devote limited
time to our affairs, which may be inadequate for our business, and may delay the
acquisition of any business opportunity considered. Furthermore, management has
limited experience in seeking, investigating, and acquiring businesses and will
depend upon its limited business knowledge in making decisions regarding our
acquisition of a business opportunity. Because investors will not be able to
evaluate the merits of possible business acquisitions by us, they should
critically assess the information concerning the management.



We will need additional financing.

In all likelihood we will need additional funds to take advantage of any
available acquisition business opportunity. Even if we were to obtain sufficient
funds to acquire an interest in a business opportunity, we may not have
sufficient capital to fully exploit the opportunity. Our ultimate success will
depend upon our ability to raise additional capital at the time of the
acquisition and thereafter. When additional capital may be needed, there can be
no assurance that funds will be available from any source or, if available, that
they can be obtained on acceptable terms.

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.

                                       10
<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.












                                       11
<PAGE>

                              [LETTERHEAD OMITTED]


             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------

To the Board of Directors and Stockholders

Case Financial, Inc.

We have audited the accompanying consolidated balance sheets of Case Financial,
Inc. and subsidiary (the "Company") as of September 30, 2007 and 2006 (restated)
and the related consolidated statements of operations, changes in shareholders'
equity and cash flows for the years ended September 30, 2007 and 2006
(restated). These consolidated financial statements are the responsibility of
the Company's management.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Case
Financial, Inc. and subsidiary as of September 30, 2007 and 2006 (restated), and
the results of its operation and its cash flows for the years ended September
30, 2007 and 2006 (restated) in conformity with U.S. generally accepted
accounting principles.

The consolidated financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 14 to the
consolidated financial statements, the Company's losses from operations raise
substantial doubt about its ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/ Chang G. Park
-----------------


CHANG G. PARK, CPA

January 11, 2008
San Diego, CA. 91910






                                       12
<PAGE>

Item 7. Financial Statements

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                                                 (Restated)
                                                                                               As of               As of
                                                                                           September 30,        September 30,
                                                                                               2007                 2006
                                                                                               ----                 ----

<S>                                                                                      <C>                   <C>
  Current Assets
    Cash & cash equivalents                                                              $      4,636          $    101,299
    Prepayments                                                                                81,360                     -
    Investment - Bahamas                                                                            -                40,000
    Assets from discontinued operations                                                             -             1,880,258
                                                                                         ------------          ------------
Total Current Assets                                                                           85,996             2,021,558

Net Property & Equipment                                                                          149                 2,142

Other Assets
    Deposits                                                                                    1,453                 6,711
                                                                                         ------------          ------------
Total Other Assets                                                                              1,453                 6,711
                                                                                         ------------          ------------
      TOTAL ASSETS                                                                       $     87,598          $  2,030,411
                                                                                         ============          ============

                LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
    Accounts payable and accrued expenses                                                $    602,229          $    627,683
    Loans payable - related parties                                                             3,269               198,800
    Loans payable                                                                             200,000               270,000
    Liabilities from discontinued operations                                                        -             2,008,448
                                                                                         ------------          ------------

Total Current Liabilities                                                                     805,498             3,104,931

      TOTAL LIABILITIES                                                                       805,498             3,104,931

Stockholders' Equity (Deficit)

     Preferred stock, ($.0001 par value, 20,000,000
       shares authorized; none issued and outstanding.)                                             -                     -
       Common stock, (par value $.001 per share, 100,000,000 shares
       authorized: 28,535,145 and 25,406,812 shares issued and
       outstanding as of and September 30, 2007 and 2006), respectively                        28,535                25,407
    Common stock to be issued                                                                       -               294,500
    Paid-in capital                                                                        10,117,166             9,846,894
    Treasury Stock                                                                                  -              (240,000)
    Accumulated deficit                                                                   (10,863,600)          (11,001,321)
                                                                                         ------------          ------------

Total Stockholders' Equity (Deficit)                                                         (717,899)           (1,074,520)

        TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                               ------------          ------------
                                                                                         $     87,598          $  2,030,411
                                                                                         ============          ============
</TABLE>

                                       13
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                                                                (Restated)
                                                                                          Year Ended            Year Ended
                                                                                         September 30,         September 30,
                                                                                             2007                  2006
                                                                                             ----                  ----

<S>                                                                                      <C>                   <C>
  Revenues
  Service                                                                                $          -          $          -
                                                                                         ------------          ------------

Net Revenue
                                                                                                    -                     -

Operating Expenses
    Provision for losses on investments in contracts                                                -                     -
    Depreciation                                                                                1,993                 2,213
    General and administrative                                                                122,048               427,622
    Salaries                                                                                  168,000               176,000
    Bad debts                                                                                 471,073                     -
    Professional fees                                                                          44,637               110,397
                                                                                         ------------          ------------
Total Operating Expenses                                                                      807,751               716,232
                                                                                         ------------          ------------


Income (Loss) from operations                                                                (807,751)             (716,232)

Other Income
    Interest income                                                                                 -                 1,199
    Interest expense                                                                          (39,001)             (277,998)
    Investment Loss                                                                           (10,000)                    -
    Non-cash finance expenses                                                                       -               (98,806)
    Gain on forgiveness of debt                                                               896,769             4,096,575
    Miscellaneous income                                                                            -                 3,015
                                                                                         ------------          ------------
Total Other income                                                                            847,769             3,723,985
                                                                                         ------------          ------------
Net income (loss) before discontinued operations                                               40,018             3,007,753
                                                                                         ============          ============
Gain (Loss) from discontinued operations                                                       97,703                21,286
                                                                                         ------------          ------------
Net Income                                                                               $    137,721          $  3,029,039
                                                                                         ============          ============

Net Income (Loss) per common share - basic and diluted:

From continuing operations                                                               $       0.00          $       0.12

                                                                                         ============          ============

From discontinued operations                                                             $       0.00          $       0.00
                                                                                         ============          ============

Weighted average number of
  common shares - basic and diluted
                                                                                           27,061,602            24,713,024
</TABLE>


                                       14
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                            As of September 30, 2007

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                   Common      Common    Additional  Shares To Treasury   Retained       Total
                                                   Shares      Stock       Paid-in   Be Issued   Stock    Earnings
                                                               Amount      Capital                       (Deficit)
----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>             <C>       <C>          <C>              <C>             <C>
----------------------------------------------------------------------------------------------------------------------------------

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 insettlement 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)     (66,173)                                       (67,985)

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 Income                                                                                                  3,029,039     3,029,039

-----------------------------------------------------------------------------------------------------------------------------------

Balance, September 30, 2006 (Restated)           24,406,812      25,407    9,846,894   294,500  (240,000) (11,001,321)   (1,074,520)

----------------------------------------------------------------------------------------------------------------------------------

Common stock issued for convertible debenture     1,913,333       1,913      285,087  (287,000)                                   -

Common stock retired after return to treasury                    (1,000)    (239,000)            240,000                          -

Common stock issued in payment of accrued
interest                                             50,000          50        7,450    (7,500)                                   -

Common stock issued in warrant conversion           250,000         250       24,750                                         25,000

Common stock issued for Directors fees            1,450,000       1,450      143,550                                        145,000

Common stock issued in warrant conversion            50,000          50        4,950                                          5,000

Common stock issued in warrant conversion           175,000         175       17,325                                         17,500

Common stock issued for services rendered           240,000         240       26,160                                         26,400

Net Income                                                                                                    137,721       137,721
-----------------------------------------------------------------------------------------------------------------------------------
Balance, September 30, 2007                      28,535,145     $28,535  $10,117,166  $      -  $      - $(10,863,600)  $  (717,899)
===================================================================================================================================
</TABLE>


                                       15
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                       (Restated)
                                                                                     Year Ended        Year Ended
                                                                                    September 30,     September 30,
                                                                                        2007              2006
                                                                                        ----              ----
  CASH FLOWS FROM OPERATING ACTIVITIES
  ------------------------------------
<S>                                                                                <C>                <C>
    Net income (loss)                                                              $    40,018        $ 3,007,753
    Gain (Loss) from discontinued operations                                            97,703             21,286
                                                                                   -----------        -----------
    Gain (Loss) from continuing operations                                             137,721          3,029,039
    Adjustments to reconcile net loss to net cash provided by (used in)
    operating activities:
        Depreciation                                                                     1,993              2,213
        Amortization of debt premium                                                         -             27,367
        Bad debts                                                                      471,073                  -
        Gain on forgiveness of debt                                                   (896,769)        (4,096,574)
        Investment loss                                                                 10,000                  -
        Common stock issued for services rendered                                            -            151,000
        Common stock issued in debt settlement                                               -            405,000
    Changes in operating assets and liabilities:
            (Increase) decrease in prepayments                                         (48,249)            67,482
             Increase (decrease) in accounts payable and other liabilities             151,521            652,850
                                                                                   -----------        -----------
     Net cash used by operating activities                                            (172,710)           238,377

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------

    Investment - Bahamas                                                                30,000            (40,000)
    Increase in other assets                                                            (1,453)                 -
    Decrease in restricted cash                                                              -             25,000
                                                                                   -----------        -----------

Net cash provided by (used in) investing activities                                     28,547            (15,000)
CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------

    Proceeds from common stock                                                          47,500            255,000
    Treasury stock transaction                                                               -           (240,000)
    Proceeds from borrowings                                                                 -              1,540
    Common stock retired after return to treasury                                            -            (85,000)
    Cancellation of stock                                                                    -            (67,985)
                                                                                   -----------        -----------
     Net cash provided by (used in) financing activities                                47,500           (136,445)
                                                                                   -----------        -----------

    Net increase (decrease) in cash & cash equivalents                                 (96,663)            86,932
    Cash & cash equivalents at beginning of year                                       101,299             14,367
                                                                                   -----------        -----------
    Cash & cash equivalents at end of year                                         $     4,636        $   101,299
                                                                                   ===========        ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:

Interest expense                                                                   $    39,001        $   264,117
                                                                                   ===========        ===========
SUPPLEMENTAL DISCLOSURES OF NON CASH
ACTIVITIES:

   Common stock issued for prepaid expenses                                        $    26,400        $         -
                                                                                   ===========        ===========

   Common stock issued for accrued expenses                                        $   145,000        $         -
                                                                                   ===========        ===========

   Write-off discontinued operation's assets and liabilities                       $ 1,880,258        $         -
                                                                                   ===========        ===========

   Common stock issued for accrued interest                                        $         -        $    28,175
                                                                                   ===========        ===========

   Common stock issued in warrant conversion                                       $         -        $   255,000
                                                                                   ===========        ===========

   Common stock issued in debt settlement                                          $         -        $   405,000
                                                                                   ===========        ===========

   Common stock issued for convertible debenture and accrued interest              $         -        $   294,500
                                                                                   ===========        ===========
</TABLE>


                                       16
<PAGE>

Note 1. Organization and Basis of Presentation
        --------------------------------------

Nature of activities:

The Company was originally incorporated as Sheen Minerals, Inc. on August 26,
1983 in British Columbia, Canada. In September 1993, the Company domesticated
under Section 388 of the Delaware General Corporation Law. On March 12, 2002,
the Company entered into a definitive Asset Purchase Agreement (the "Agreement")
with Case Financial, Inc., a private California corporation, wherein we
purchased certain assets and the entire business operations of Case Financial,
Inc. and its wholly owned subsidiary Case Financial Funding, Inc. (hereinafter
referred to as "Old CFI"), and Case Financial, LLC (a California Limited
Liability Company related through common ownership, and hereinafter referred to
as "LLC") (together hereinafter referred to as "Old Case").

In May 2002, the Company changed its name to Case Financial, Inc. (Case) and
changed its fiscal year end to September 30. Case'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"). Case funding services had 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 were collateralized solely by
the potential proceeds of the underlying litigation.

On September 30, 2005, the Company's Board of Directors approved a resolution
declaring that the Company discontinued its Litigation Finance Business.

The Company's management is considering 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.

The Company has incurred net operating losses since its inception. The Company
had an accumulated deficit of $10,863,600 and $11,001,321 as of September 30,
2007 and 2006, respectively. The Company has a stockholders' deficiency of
$717,899 and $1,074,520 as of September 30, 2007 and 2006, respectively. The
Company has insufficient capital to fund all of its obligations. The Company
discontinued its Litigation Finance Business and, as a result, the Company has
no revenue-generating business operations at September 30, 2007 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.


                                       17
<PAGE>


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, 2007 and 2006 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, 2007
and 2006.

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.

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.

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, 2007, management believes there was no
impairment of the Company's long-lived assets.

                                       18
<PAGE>


Note 2. - Summary of Significant Accounting Policies - continued.
          -------------------------------------------------------

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, whenever events or
changes in circumstances indicate that the carrying amount of any asset may not
be recoverable. An impairment loss would be recognized when the estimated
undiscounted future cash flows expected to result from the use of the asset and
its eventual disposition is less than the carrying amount. If impairment is
indicated, the amount of the loss to be recorded is based on an estimate of the
difference between the carrying amount and the fair value of the asset. Fair
value is based upon discounted estimated cash flows expected to result from the
use of the asset and its eventual disposition and other valuation methods. .

g. Prepayments and other assets:
   -----------------------------

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

h. Stock-based compensation:
   -------------------------

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

i. Deferred taxes on income:
   -------------------------

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

j. Fair value of financial instruments:
   ------------------------------------

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

                                       19
<PAGE>


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 July 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48") which
prescribes a recognition threshold and measurement attribute, as well as
criteria for subsequently recognizing and measuring uncertain tax positions for
financial statement purposes. FIN 48 also requires expanded disclosure with
respect to the uncertainty in income taxes assets and liabilities. FIN 48 is
effective for fiscal years beginning after December 15, 2006 and is required to
be recognized as a change in accounting principle through a cumulative-effect
adjustment to retained earnings as of the beginning of the year of adoption. The
Company is currently evaluating the impact of adopting this statement.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." This
statement defines fair value, establishes a framework for measuring fair value,
and expands disclosures about fair value measurements. The statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within that fiscal year. The Company is
currently evaluating the impact of adopting this statement.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - including an amendment of FAS 115".
This statement permits entities to choose to measure many financial instruments
and certain other items at fair value. This statement is effective for financial
statements issued for fiscal years beginning after November 15, 2007, including
interim periods within that fiscal year. The Company is currently evaluating the
impact of adopting this statement.


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 was formed to develop a plan to acquire and/or
assume operational and developmental control of approximately 4,000 acres in
Fresh Creek, Andros, which is owned by the Hotel Corporation of The Bahamas
(HCB), a government agency that holds title to the Crown Lands of The Bahamas.

Due to well-financed competition the Company decided not to pursue this
investment and reached an agreement with Management One. As part of the
agreement Management One would return $30,000 of the Company's initial
investment of $40,000. The Company received a payment of $15,000 in July and a
final payment of $15,000 in August.

                                       20
<PAGE>


Note 4. - Discontinued operations
          -----------------------

The Company has discontinued its Litigation Finance Business. In accordance with
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets",
we have determined that we have complied with the provisions of SFAS No. 144 at
September 30, 2007 and 2006 with respect to the classification of the operations
of the Litigation Finance Business as a discontinued operation. All remaining
assets have either been assigned to the third party investors to collect
directly from the attorneys that they advanced funds to, or were part of a
settlement. Accordingly, the Company has chosen to eliminate all third party
assets and liabilities in the amount of $1,880,258 and $2,008,448, respectively
from their financial statements. The Company will continue to account for all
Litigation Finance Business as a discontinued operation at September 30, 2007,
and the assets and liabilities of the Litigation Finance Business have been
classified accordingly. All revenues and expenses associated with the Litigation
Finance Business have been reclassified and the net amount reported on its
Condensed Consolidated Statement of Operations as Loss from Discontinued
Operations. There was a gain from discontinued operation of $97,703 and $21,286
for the years ended September 30, 2007 and 2006, respectively.


Note 5. - Settlement forgiveness of debt
          ------------------------------

Harvey Bibicoff, vs. Case Financial, Inc.
-----------------------------------------

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.

Case Financial Inc. vs. Canadian Commercial Workers Industry Pension Plan, known
as CCWIPP
--------------------------------------------------------------------------------

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

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

                                       21
<PAGE>


Note 5. - Settlement forgiveness of debt - continued
          ------------------------------------------

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 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.


Note 6. - Property and Equipment
          ----------------------

Equipment consisted of the following:
                                                             September 30,
                                                       2007               2006
                                                       ----               ----
Computer Software                                 $  3,240             $  3,240
Office furniture and fixtures                        3,077                3,077
Office Equipment                                    13,922               13,922
                                                  --------             --------
                                                    20,239               20,239
Less: Accumulated depreciation                     (20,090)             (18,097)
                                                  --------             --------
                                                  $    149             $  2,142
                                                  ========             ========



Note 7. - Loans Payable

<TABLE>
<CAPTION>
                                                                            September 30,
                                                                      2007                  2006
                                                                      ----                  ----
<S>                                                               <C>                   <C>
     1     Notes payable, uncollateralized, interest
           payable monthly at 12.0% per annum                     $ 150,000            $  100,000
     2     Notes payable, uncollateralized, interest
           payable monthly at 12.0% per annum                        50,000                50,000
     3     Promissory demand notes, unsecured, interest
           payable monthly at 12.0% per annum                             -               120,000
                                                                  ---------            ----------
                                                                  $ 200,000            $  270,000
                                                                  =========            ==========
</TABLE>

                                       22
<PAGE>


Note 7. - Loans Payable - (continued)
          ---------------------------

The debt consists of the following:

(1)        Effective January 1, 2003, an accredited investor, through its
           affiliation with CCWIPP, converted an investment in the Company by
           exchanging a four year, 9.85% per annum promissory note for a four
           year, 12% per annum promissory note issued by the Company. The
           principal amount of the promissory note was $150,000. The Company is
           in default on this note due to non-payment of interest.

(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 and. The note holders
           have filed suit see (litigation note). A settlement was reached on
           July 17, 2007.

(4)        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 1, 2004. The note holder has filed suite (see litigation
           note). On this note due to non-payment of interest. A settlement was
           reached on February 1, 2007.


Note 8. - Loans Payable, Related Parties

The related party debt consists of the following:

<TABLE>
<CAPTION>
                                                                                September 30,
                                                                            2007            2006
                                                                       -------------    ------------
<S>                                                                    <C>              <C>
1      Revolving demand loans - officers                               $       3,269    $     48,800
2      Notes payable, uncollateralized, interest payable monthly at
       12.0% per annum, due January 1, 2007                                        -         150,000
                                                                       -------------    ------------
                                                                       $       3,269    $    198,800
                                                                       =============    ============
</TABLE>

(1)       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, 2007 and 2006, there was an
          outstanding balance of $3,269 and $48,800.

(2)       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. This loan
          was reclassified as a non-related party for the year ended September
          30, 2007

                                       23
<PAGE>

Note 9. - Commitments
          -----------

As of June 1, 2007, the Company leased a new office space of 608 square feet
located at 7720 El Camino Real Suite 2E, Carlsbad, California 92009. These
facilities were leased at a monthly rental of $1,398.40 for the initial twelve
months and $1,453.12 for the second twelve months. This lease expires on June 1,
2009. Lease commitments, excluding property taxes and insurance, are as follows:
$17,000 and $11,625 for the years ended 2008, and 2009, respectively. We believe
that our existing facilities are adequate to meet current requirements and that
suitable additional or substitute space will be available if needed.

                                   Year Ended
                                   September 30,
                                   -------------
                                       2008                    $     17,000
                                       2009                          11,625
                                                               ------------
                                                               $     28,625
                                                               ============


Note 10. - Contingencies
           -------------

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 Woodland Finance Inc., as
assignee of Eric Alden and Frederick Barak, was demanding payment on two
promissory notes in the amount of $45,000.00 and $75,000.00. On July 17, 2007, a
settlement agreement was reached between the Company and the plaintiff where the
plaintiff will receive $250,000 from the Company's portion of moneys recovered
on a non-recourse advance made to an attorney. Interest will accumulate at the
same rate that interest accumulates on the original advance. This advance is a
non-recourse advance in which the Company does not receive payment if the case
is not successfully prosecuted. The plaintiff assumes the same risk where the
plaintiff receives no payment unless the Company receives payment and any
negotiated reduction of interest will also reduce amounts owed to the plaintiff.

On June 2, 2006, a lawsuit was filed against the Company by a relative of Eric
Alden, in the Superior Court of the State of California, Case Number BC 347120.
The plaintiff was 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. On February 1, 2007, a settlement agreement was
reached between the Company and the plaintiff where the plaintiff received
$80,000 from moneys collected from one of these three advances. Additionally,
the Company assigned to the plaintiff the right to collect the remaining two
advances directly from the attorney who received the advance.

On June 23, 2006, a lawsuit was filed against the Company by a relative of Eric
Alden, in the Superior Court of the State of California, Case Number BC 347120.
The plaintiff was demanding repayment of two advances made to attorneys by the
Company on the plaintiff's behalf. On February 1, 2007, a settlement agreement
was reached between the Company and the plaintiff where the plaintiff received
$100,000 from moneys collected from one of these two advances. Additionally, the
Company assigned to the plaintiff the right to collect the remaining advance
directly from the attorney who received the advance.

                                       24
<PAGE>

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.

On October 5, 2005, Mr. Gregory, Mr. Pollock, and the Company executed a
Settlement and Release Agreement regarding this action pursuant to which:

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

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

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

     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.

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:


                                       25
<PAGE>

Note 10. - Contingencies - (continued)
           ---------------------------

     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.

The foregoing agreement was approved by the Court of Chancery in the State of
Delaware and was consummated in November 2007.

Mr. Alden remains the sole defendant in this action, on November 7th 2007 Case
Financial assumed the role of plaintiff in the derivative action commenced
against Alden in March 2005 by CCWIPP.

Furthermore:

     o    A breach of contract lawsuit against the Company was filed in the
          Superior Court of the State of California, by Mr. Alden on April 25th
          2005 Case Number BC 332373. This lawsuit had been stayed by the court
          pending the outcome of the derivative action and was dismissed on
          January 29, 2007.

     o    On April 12, 2006, Mr. Alden filed another lawsuit against Landmark
          American Insurance Company and Case Financial, Inc. in the Superior
          Court of the State of Californian for the County of Los Angeles, Case
          Number BC 336747 demanding indemnification for costs associated with
          this derivative action. This lawsuit is ongoing.

     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 had been stayed by the court
          pending the outcome of the derivative action and was dismissed on
          January 29, 2007.

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


                                       26
<PAGE>

Note 10. - Contingencies - (continued)
           ---------------------------

On February 27, 2007, the Company filed suit in the United States District
Court, Southern District of California, case number 07CV 0342 W JMA, against the
Canadian Commercial Workers Industry Pension Plan ("CCWIP"), South Ocean
Development Company Ltd. ("South Ocean"), Allen & Company and certain
individuals for fraud arising out of their conduct with respect to prior
litigation over 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. The suit alleged that the defendants made
fraudulent misrepresentations intended to induce Case Financial to rely and act
on these misrepresentations and enter into a settlement agreement resolving the
prior litigation. The suit also alleged that the defendants knowingly concealed
facts that would have had a material impact on that settlement agreement. On
April 24, 2007, the Company dismissed this lawsuit, because an employee of
("CCWIPP") refused to release funds owed to Case Financial & therefore the
company could not afford to continue the lawsuit.

On March 6, 2007 a lawsuit was filed in the Circuit Court of the 11th Judicial
Circuit for Miami-Dade County Florida, case number 07-06488CA 02 against the
Company by a law firm, for unpaid legal bills in the amount of $94,036. The
Company believes these fees are exorbitant and will defend this matter.


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, 2007, the Company had available net
operating loss carryforwards amounting to approximately $10,863,600, that may be
applied against future taxable income and that expire in 2027. 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,
                                                                        2007
                                                                    -----------
          Tax benefit of net operating loss carryforward            $ 3,802,260
          Valuation allowance                                        (3,802,260)
                                                                    -----------
          Net deferred tax asset                                    $        --
                                                                    ===========


                                       27
<PAGE>

Note 12 - Warrants
          --------

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

At September 30, 2007 year-ended, the Company had the following:

(i) warrants to purchase 1,500,000 shares of the Company's common stock at an
exercise price of $.25. These warrants expire on December 31, 2008.

(ii) warrants to purchase 2,575,000 shares of the Company's common stock at an
exercise price of $.10. These warrants expire on June 30, 2008.


Note 13 - Common Stock Transactions
          -------------------------

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 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,
amortized through November 2006, the remaining term of the agreement.

On July 14, 2006, the Company issued 150,000 shares of common stock for
consulting services at $0.50 per share.

During the year ended September 30, 2006, 2,500,000 shares were issued as a
result of warrants being exercised.


                                       28
<PAGE>

Note 13 - Common Stock Transactions - (continued)
          ---------------------------------------

December 19, 2006, the Company converted a 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 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).

In February 2007, warrants to purchase 250,000 shares of the Company's common
stock at a price of $.10 per share were exercised.

In March 2007, certain officers and directors of the Company exercised their
remaining warrants to purchase a total of 1,450,000 shares of the Company's
common stock at a price of $.10 per share.

In April 2007 warrants to purchase 50,000 shares of the Company's common stock
at a price of $.10 per share were exercised.

In May 2007, warrants to purchase 175,000 shares of the Company's common stock
at a price of $.10 per share were exercised.

In July 2007, the Company issued 240,000 shares for services at a price of
$0.25.

As of September 30, 2007 the Company has 28,535,145 shares of common stock
outstanding.


Note 14. - Going concern
           -------------

The accompanying financial statements contemplate continuation of the Company as
a going concern. The Company incurred net income of $137,721 and $3,029,039
during the years ended September 30, 2007 and 2006, respectively. There was an
accumulated deficit of $10,863,600, as of September 30, 2007 and total
liabilities exceeded total assets by $717,900 as of September 30, 2007. 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.


                                       29
<PAGE>

Note 15. - Restated Financial Statements
           -----------------------------

The Company's September 30, 2006 year-end financial statements have been
restated. The financials have been revised to properly account for effect of
gain on forgiveness of debt in statement of operations. The balance sheet and
statement of operations has been restated to recalculate accrued expenses. The
equity section was restated to recalculate common stock to be issued

<TABLE>
<CAPTION>
                                                                                      September 30, 2006
                                                                    Original              Restated             Difference
                                                                    --------              --------             ----------
<S>                                                                <C>                   <C>                       <C>
Condensed
Balance Sheet

Total Assets                                                      $  2,030,411          $  2,030,411
                                                                  ============          ============          ============

Accounts payable and accrued expenses                             $    794,171          $    627,682          $    166,489
Current liabilities                                                  2,477,248             2,477,248
                                                                  ------------          ------------          ------------
Total Liabilities                                                    3,271,419             3,104,930               166,489

Common stock                                                            25,407                25,407
Common stock to be issued                                              294,500               294,500
Paid-in capital                                                      9,552,394             9,846,894              (294,500)
Treasury stock                                                        (240,000)             (240,000)
Accumulated deficit                                                (10,873,309)          (11,001,321)              128,011
                                                                  ------------          ------------          ------------
Stockholders Equity (Deficit)                                       (1,241,008)           (1,074,520)             (166,489)
                                                                  ------------          ------------          ------------
  Total Liabilities & Stockholders' Equity (Deficit)              $  2,030,411          $  2,030,411
                                                                  ============          ============          ============
</TABLE>

<TABLE>
<CAPTION>
Condensed                                                                             September 30, 2006
Statement of Operations                                             Original              Restated             Difference
                                                                    --------              --------             ----------

<S>                                                                <C>                   <C>                   <C>
Total Revenue                                                      $        --           $        --           $        --

Total Operating Costs                                                 (716,231)             (716,231)                   --
                                                                   -----------           -----------           -----------
Operating income (loss)                                               (716,231)             (716,231)                   --

Interest expense                                                      (284,506)             (277,998)               (6,508)
Gain on forgiveness of debt                                          4,231,094             4,096,575               134,519
Other income/(expenses                                                 (94,592)              (94,592)                   --
                                                                   -----------           -----------           -----------
Total other income & (expenses)                                      3,851,996             3,723,985               128,011

Net Income before discontinued operation                             3,135,765             3,007,754               128,011

Gain from discontinued operation                                        21,286                21,286                    --

                                                                   -----------           -----------           -----------
Income (loss) before income tax                                    $ 3,157,051           $ 3,029,039           $   128,011
                                                                   ===========           ===========           ===========
</TABLE>


                                       30
<PAGE>

Note 15. - Restated Financial Statements - (continued)
           -------------------------------------------

<TABLE>
<CAPTION>
Net Income (Loss) per common share - basic and diluted

<S>                                                       <C>                  <C>                           <C>
From continuing operations                                $        0.13        $           0.12              0.01
                                                          =============        ================= ================

From discontinued operation                               $        0.00        $           0.00              0.00
                                                          =============        ================  ================

Weighted average number of common shares -
  Basic and diluted                                          24,713,024              24,713,024
</TABLE>



                                       31
<PAGE>

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

None.

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.


                                       32
<PAGE>

PART III

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

The following are the directors and officers as of September 30, 2007.

Name                              Position                       Age
-----------------------------     --------------------------     ---------------

Michael Schaffer                  Chairman of the Board          65
                                  Chief Executive Officer

Lawrence Schaffer                 Director, President            39
                                  Chief Financial Officer

Waddy Stephenson                  Director, Secretary            47

William Rapaglia                  Director                       60
                                  Chief Operating Officer


Michael A. Schaffer had served as Chairman of the Board and Chief Executive
Officer of the Company from April 1994 to March 2002. Since 1975, Mr. Schaffer
has been a private investor. In addition, Mr. Schaffer received a Bachelor of
Arts degree from Hunter College and a Jurist Doctorate from Brooklyn Law School.
Mr. Schaffer was admitted to the practice of law in the State of New York in
1967 and practiced law through 1974. Mr. Schaffer is also a shareholder of the
Company.

Lawrence C. Schaffer had served as President and a Director of the Company from
June 1994 to May 2002. In addition, Mr. Schaffer has ten years of experience in
administration and marketing for several small-cap public companies. Mr.
Schaffer received a Bachelor of Arts degree from the University of Arizona in
1991. Mr. Schaffer is also a shareholder of the Company.

Waddy Stephenson had served as Director and Vice President of the Company March
1999 to May 2002. Mr. Stephenson is also a shareholder of the Company. Mr.
Stephenson has 20 years experience in the development and management of computer
software. Mr. Stephenson received a Bachelor of Science from the University of
North Florida in 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.

                                       33
<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 2007 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, 2007.


Name                                Year          Salary       Bonus
--------------------------------    ---------     ----------   ------------
Michael Schaffer, CEO               2007          $99,000      $0.00        (1)
Lawrence Schaffer, CFO              2007          $84,000      $0.00        (2)

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

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

Option Grants in Last Fiscal Year

None

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

None

Employment Agreements:

As of September 30, 2007 there were no employment agreements with any current
employees.

Compensation of Directors

For the year ended September 30, 2007, the Company accrued compensation for each
director in the amount of $2,000 per month. In March 2007, the directors used
their accrued compensation from this year and from the prior years to exercise
their warrants to purchase 1,450,000 shares of the Company's common stock at an
exercise price of $0.10 per share.


                                       34
<PAGE>

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

The following table sets forth certain information as of September 30, 2007 with
respect to beneficial ownership of the outstanding shares of common stock of the
Registrant by the Registrant's directors, executive officers and each person
known by the Registrant to own in excess of 5% of the outstanding shares of
common stock of the Registrant, and the directors and executive officers as a
group. Unless otherwise specified, the address of all listed persons is 7720 El
Camino Real Suite 2E, Carlsbad, CA 92009. Beneficial ownership is determined in
accordance with the SEC Rule 13d-3 and generally includes shares over which the
holder has voting or investment power, subject to community property laws. All
shares of common stock obtainable upon conversion of securities or exercise of
stock options or warrants (including those that are not currently exercisable
but will become exercisable within 60 days hereafter) are considered to be
beneficially owned by the person holding the options or warrants for computing
that person's percentage, but are not treated as outstanding for computing the
percentage of any other person. Unless otherwise specified, each person below
has personal and sole beneficial ownership of the shares of common stock:

<TABLE>
<CAPTION>
        Name of Beneficial Owner                              Total                          %        (1)
        --------------------------------------------      --------------                 -----------
<S>                                                           <C>                             <C>
        Michael Schaffer                                      1,706,015                       5.98%
        Lawrence Schaffer                                     1,562,850                       5.48%
        Waddy Stephenson                                        746,300                       2.62%
        William Rapaglia                                      1,900,000                       6.66%

        Directors and Executive Officers as a                 5,815,165                      20.38%
        group (4 persons)


        Sam D. Schwartz                                       3,767,300                      13.20%
        16032 Valley Meadow Place
        Encino, CA 91436

        Canadian Commercial Workers Industry                  1,915,750                       6.38%   (2)
        Pension Plan
        125 Queens Plate Drive, Suite 320
        Etobicoke, Ontario M9W 6V1
</TABLE>

This table was calculated using the number of shares outstanding as of September
30, 2007, which were 28,535,145.

This entry includes 415,750 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.


                                       35
<PAGE>

Item 12. Certain Relationships and Related Transactions

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.

In March 2007, the officers and directors of the Company exercised their
remaining warrants to purchase a total of 1,450,000 shares of the Company's
common stock at an exercise price of $.10 per share. This includes 500,000
shares purchased by Michael Schaffer; 375,000 shares purchased by Lawrence
Schaffer; 250,000 shares purchased by Waddy Stephenson; and 325,000 shares
purchased by William Rapaglia.

In October 2007, William Rapaglia, a director of the Company, sold 100,000
shares of the Company's common stock at market prices ranging between $0.09 and
$0.105 per share with the average price being $0.094 per share.


Item 13. Exhibits and Reports

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


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<PAGE>

Item 14. Principal Accountant Fees and Services.

Chang G. Park was our independent accountant for the years ended September 30,
2007 and September 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 reviews of the Form 10-QSB Quarterly Reports pursuant to
Statement on Auditing Standards No. 100. Chang G. Park with respect to these
matters aggregated approximately $27,000 in fees for the year ended September
30, 2006. Audit fees for the year ended September 30, 2007 is anticipated to
total $27,000. Review fees for the interim periods ending December 31, 2007,
March 31, 2008, and June 30, 2008 are anticipated to total $9,000.

The accountant fees spent for each of the Company's years ended 2007 and 2006
are set forth as follows in tabular form:

                                  2007                  2006
                                  ----                  ----
Audit Fees                   $   18,000            $   18,000
Audit Related Fees           $    9,000            $    9,000
Tax Fees                     $    2,500            $    2,500

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 2007.



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<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, 2008                        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     January 11, 2008
------------------------------- Directors, Chief Executive
Michael Schaffer                Officer


/s/ Lawrence Schaffer           Director, President,         January 11, 2008
------------------------------- Chief Financial Officer
Lawrence Schaffer

/s/ Waddy Stephenson            Director, Secretary          January 11, 2008
-------------------------------
Waddy Stephenson



Exhibit Index

31.1     Certification of the Chief Executive Officer Pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002.

31.2     Certification of the Chief Financial Officer Pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002

32       Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




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