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

                                  FORM 10-KSB/A
                               (Amendment No. 1)

                                   (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, 2003

                                       OR

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

           For the Transition period from ____________ to ____________

                         COMMISSION FILE NUMBER 0-27757

                              CASE FINANCIAL, INC.

             (Exact Name of registrant as specified in its charter)

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

       15060 Ventura Boulevard, Suite 240, Sherman Oaks, California 91403
       ------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (818) 728-9440
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

          (Former name and former address if changed since last report)

         Securities registered under Section 12(g) of the Exchange Act:

                          common stock, $.001 par value
                          -----------------------------
                                (Title of class)

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

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

      State issuer's revenues for its most recent fiscal year. $527,908

      The aggregate market value of common stock held by non-affiliates was
approximately $ 1,532,566 based on the December 26, 2003 closing price of such
common stock.

      As of December 26, 2003 there were 15,561,108 shares of common stock
outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE: None

EXPLANATORY NOTE

This  amendment  on Form  10-KSB/A  is being  filed to  correct  an error on the
Signatures  contained in the Form 10-KSB filed by Case Financial Inc. on January
14, 2004.

<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.

                                        By: /s/ Eric A. Alden
                                           -------------------------------------
                                           Eric A. Alden, President and
                                           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.

<TABLE>
<CAPTION>
         Signature                               Title                             Date
         ---------                               -----                             ----
<S>                                    <C>                                    <C>
/s/ ERIC A. ALDEN                      Chairman of the Board,
-----------------------------------    President and Chief Executive
Eric A. Alden                          Officer (Principal Executive
                                       Officer                                January 29, 2004


/s/ ERIC A. ALDEN                      (Principal Accounting Officer)         January 29, 2004
-----------------------------------
ERIC A. ALDEN

/s/ LORNE POLLOCK                      Secretary and Director                 January 29, 2004
-----------------------------------
Lorne Pollock

/s/ GORDON GREGORY                     Director                               January 29, 2004
-----------------------------------
Gordon Gregory

/s/ HARVEY BIBICOFF                    Director                               January 29, 2004
-----------------------------------
Harvey Bibicoff

/s/ GARY PRIMES                        Director                               January 29, 2004
-----------------------------------
Gary Primes

</TABLE>


                                       58
<PAGE>

             EXHIBIT INDEX

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

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

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

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

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

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

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

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

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

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

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

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

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

21.1*    Subsidiaries of the Registrant

31.1     Section 302 Certification

31.2     Section 302 Certification

32.1     Section 906 Certification

32.2     Section 906 Certification

--------------------------------------------------------------------------------
* Previously filed


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