SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

              |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006
                                       or
      |_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 0-27757

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


                  DELAWARE                               33-0529299
              (State or other                        (I.R.S.  Employer
              jurisdiction of                          Identification
              incorporation or                             Number)
               organization)



  5950 La Place Court, Suite 155, Carlsbad, CA             92008
     (Address of principal executive offices)            (Zip code)


                                  760-804-1449
                           (Issuer's telephone number)


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 issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]

           Number of shares of issuer's common stock outstanding as of
                           April 30, 2006: 23,569,236

Transitional Small Business Disclosure Format (check one). Yes [_] No [X]

Documents incorporated by reference: None.


<PAGE>


                               CASE FINANCIAL INC.
                                TABLE OF CONTENTS
                               FORM 10-QSB REPORT
                                 March 31, 2006



PART I - FINANCIAL INFORMATION                                              Page
                                                                            ----

Item  1. Interim Consolidated Financial Statements
      Condensed Consolidated Balance Sheet as of March 31,
      2006 (Unaudited)                                                         1

      Condensed Consolidated Statements of Operations for
      the Three and Six Month Periods Ended March 31, 2006
      and March 31, 2005 (Unaudited)                                           2

      Condensed Consolidated Statements of Cash Flows for
      the Six Month Periods Ended March 31, 2006 and
      March 31, 2005 (Unaudited)                                               3

      Notes to Interim Condensed Consolidated Financial
      Statements for the Three and Six Month Periods Ended
      March 31, 2006 and March 31, 2005 (Unaudited)                            4

Item  2. Management's Discussion and Analysis or Plan of
      Operation                                                               16


Item  3. Controls and Procedures                                              19


PART  II - OTHER INFORMATION

Item  1. Legal Proceedings                                                    21

Item  2. Unregistered Sales of Equity Securities and Use of
      Proceeds                                                                22

Item  3. Defaults upon Senior Securities                                      22

Item  4. Submission of Matters to Vote of Security Holders                    23

Item  5. Other Information                                                    23

Item  6. Exhibits                                                             23

Signatures                                                                    24


<PAGE>


PART  I - FINANCIAL INFORMATION
Item  1. Interim Condensed Consolidated Financial Statements (Unaudited)

                      CASE FINANCIAL INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                                                                     March 31,
                                                                       2006
                                                                   ------------
ASSETS
Cash & cash equivalents                                            $     25,982

Cash - restricted                                                        25,427

Prepayments and deposits                                                  6,471

Equipment, at cost, net of accumulated depreciation of
    $17,404                                                               2,142

Assets from discontinued operations                                   1,971,026
                                                                   ------------

                TOTAL ASSETS                                       $  2,031,048
                                                                   ============

LIABILITIES AND STOCKHOLDERS'  DEFICIENCY
Accounts payable and accrued expenses                              $    377,543

Accrued interest                                                        234,678

Convertible debentures payable                                          278,228

Loans payable - related parties                                         918,800

Loans payable                                                           320,000

Liabilities from discontinued operations                              2,129,719
                                                                   ------------

                TOTAL LIABILITIES                                     4,258,968
                                                                   ------------

STOCKHOLDERS' DEFICIENCY
Common stock, par value $0.001 per share,
  100,000,000 shares authorized, 24,419,236 shares issued
  and outstanding                                                        24,419

Treasury stock, 1,000,000 shares at cost                               (240,000)

Paid-in-capital                                                       9,546,541

Accumulated deficit                                                 (11,558,881)
                                                                   ------------

                TOTAL STOCKHOLDERS'  DEFICIENCY                      (2,227,920)
                                                                   ------------
                TOTAL LIABILITIES AND
                     STOCKHOLDERS' DEFICIENCY                         2,031,048
                                                                   ============

 See accompanying notes to these unaudited consolidated financial statements


                                       1
<PAGE>


                      CASE FINANCIAL, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                    Three month periods ended       Six month periods ended
                                            March 31,                       March 31,
                                              2006            2005            2006            2005
                                      ------------    ------------    ------------    ------------
<S>                                   <C>             <C>             <C>             <C>
NET REVENUE                           $       --      $       --      $       --      $       --

OPERATING EXPENSES

    General and administrative             204,157         182,728         425,308         367,065
                                      ------------    ------------    ------------    ------------

    LOSS FROM OPERATIONS                  (204,157)       (182,728)       (425,308)       (367,065)

OTHER INCOME (EXPENSE)

    Interest income                             18              91             172             381

    Interest expense                      (115,528)        (99,632)       (219,563)       (207,334)

    Non-cash finance expenses              (16,074)        (53,784)        (66,658)       (107,903)

    Other income (loss)                       --             3,647            --             3,647
                                      ------------    ------------    ------------    ------------

       TOTAL OTHER INCOME
    (EXPENSE)                             (131,584)       (149,678)       (286,049)       (311,209)
                                      ------------    ------------    ------------    ------------
NET LOSS BEFORE DISCONTINUED
OPERATIONS AND EXTRAORDINARY ITEM         (335,740)       (332,406)       (711,357)       (678,274)

GAIN (LOSS) FROM DISCONTINUED
OPERATIONS                                   8,743         (23,175)        (10,107)        (56,617)
                                      ------------    ------------    ------------    ------------
    NET LOSS BEFORE
    EXTRAORDINARY ITEM                    (326,997)       (355,581)       (721,464)       (734,891)

    EXTRAORDINARY ITEM:
    Gain on forgiveness of debt          3,192,943            --         3,192,943            --
                                      ------------    ------------    ------------    ------------

       NET INCOME (LOSS)              $  2,865,946    $   (355,581)      2,471,479    $   (734,891)
                                      ============    ============    ============    ============

Net income (loss) per common
share -- basic and diluted:
    From continuing operations        $      (0.01)  $      (0.02)  $      (0.03)  $      (0.04)
                                      ============   ============   ============   ============
    From discontinued operations      $       0.00   $      (0.00)  $       0.00          (0.00)
                                      ============   ============   ============   ============
    From extraordinary item           $       0.13   $      (0.00)  $       0.13   $      (0.00)
                                      ============   ============   ============   ============
    Net income (loss)                 $       0.12   $      (0.02)  $       0.10   $      (0.04)
                                      ============   ============   ============   ============
    Weighted average number of
    common shares - basic and
    diluted                             24,758,064     16,188,629     24,817,862     16,128,629
                                      ============   ============   ============   ============
</TABLE>


     Weighted average shares of dilutive securities has not been taken since
               the effect of dilutive securities is anti dilutive

   See accompanying notes to these unaudited consolidated financial statements


                                       2
<PAGE>

<TABLE>
<CAPTION>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                             Six months ended March 31,
                                                               2006              2005
                                                          ---------------  ----------------
<S>                                                      <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)                                        $     2,471,479    $      (734,891)
Adjustments to reconcile net loss to net cash used in
operating activities:
      Gain on forgiveness of debt                             (3,192,943)              --
      Depreciation                                                 2,213             11,960
      Amortization of debt premium                                67,972             37,914
      Amortization of warrants issued with debt                   27,367             54,864
      Amortization of beneficial conversion feature of
          convertible debentures                                   4,782                797
      Common stock and options for compensation                   45,000               --
      Changes in operating assets and liabilities
          (Increase) decrease in prepayments
             and other assets                                       (250)            21,067
          Increase (decrease) in accounts payable and
             other liabilities                                   336,738            (21,407)
                                                         ---------------    ---------------
     Net cash used in continuing operations                     (237,642)          (629,696)
     Net cash provided by discontinued operations                108,721             89,674
                                                         ---------------    ---------------
     Net cash used by operating activities                      (128,921)          (540,022)
                                                         ---------------    ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment                                          --               (2,881)
     Increase in restricted cash                                    (427)              --
                                                         ---------------    ---------------
     Net cash used in continuing operations                         (427)            (2,881)
     Net cash provided by discontinued operations                   --              757,098
                                                         ---------------    ---------------
     Net cash provided by (used in) investing
     activities                                                     (427)            54,217
                                                         ---------------    ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of stock                                --              490,000
     Proceeds from related party borrowings                       89,423             70,850
     Proceeds from loans payable                                  51,540               --
     Repayments of borrowings                                       --               (1,476)
                                                          ---------------    ---------------
     Net cash provided by continuing operations                  140,963            559,374
     Net cash (used in) discontinued operations                     --             (563,153)
                                                          ---------------    ---------------
     Net cash provided by (used in) financing
     activities                                                  140,963             (3,779)
                                                         ---------------    ---------------
NET INCREASE IN CASH & CASH EQUIVELNTS                            11,615            210,416
CASH & CASH EQUIVELNTS - BEGINNING OF PERIOD                      14,367             33,383
                                                         ---------------    ---------------
CASH & CASH EQUIVELNTS - END OF PERIOD                   $        25,982    $       243,799
                                                         ===============    ===============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the nine month period for:
     Interest                                            $          --      $          --
                                                         ===============    ===============
     Income taxes                                        $          --      $         2,755
                                                         ===============    ===============
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND
INVESTING ACTIVITIES:

Common stock issued in payment of accrued interest                45,000    $          --
                                                         ===============    ===============
Common stock returned to treasury in settlement with
debt holders                                             $      (325,000)   $          --
                                                         ===============    ===============
Warrants issued in settlement with debt holders          $       405,000    $          --
                                                         ===============    ===============
</TABLE>


                See accompanying notes to consolidated financial statements.


                                        3
<PAGE>


                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (UNAUDITED)

1.    BACKGROUND AND BUSINESS ACTIVITIES

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

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

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

   The Company has incurred recurring  operating losses since its inception.  As
   of March 31, 2006, the Company had an accumulated  deficit of $11,558,881,  a
   stockholders'  deficiency  of  $2,227,920,   and  negative  cash  flows  from
   operating  activities for six months ended March 31, 2006 of $128,921 and has
   insufficient  capital to fund all of its  obligations.  The  Company has been
   unable to abide by the payment terms on all of its recourse loans payable and
   a demand for payment has been made by one note holder for $640,000 though the
   Company  is  disputing  the  validity  of  these  obligations.   The  Company
   discontinued its Litigation  Finance Business at September 30, 2005 and, as a
   result, the Company has no  revenue-generating  business operations currently
   or in the foreseeable future.  These conditions raise substantial doubt about
   the  Company's  ability  to  continue  as  a  going  concern.  The  financial
   statements  do not include any  adjustments  to reflect the  possible  future
   effect of the  recoverability and classification of assets or the amounts and
   classifications  of  liabilities  that may  result  from the  outcome of this
   uncertainty.

   The Company's management intends to continue efforts to collect the Company's
   existing  portfolio of loans  receivable and investments in contracts as well
   as settle the Company's outstanding obligations and minimize operating costs.
   In March 2006, the Company reached a settlement with its largest creditor and
   stockholder  as more fully  described in Note 4 - Settlement  Forgiveness  of
   Debt.  The Company  believes  that its available  current cash  resources and
   anticipated collections will be adequate to fund its current limited level of
   operations through its fiscal year ended September 30, 2006.  However, to the
   extent the Company's  estimates and  assumptions  are  inaccurate  and/or the
   Company is unable to  successfully  collect the amounts due on its  portfolio
   and settle  outstanding  obligations at reduced amounts,  the Company may not
   have  sufficient  cash  resources  to fund its ongoing  obligations.  In such
   event,  the Company may be required to seek other funding  and/or  consider a
   formal or informal restructuring or reorganization.


                                       4
<PAGE>


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

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Basis of presentation:


   Interim Financial Information

   The interim  consolidated  financial  statements of Case  Financial  Inc. and
   Subsidiaries  (the  "Company")  are  condensed and do not include some of the
   information  necessary to obtain a complete  understanding  of the  financial
   data.   Management  believes  that  all  adjustments  necessary  for  a  fair
   presentation  of results  have been  included in the  unaudited  consolidated
   financial statements for the interim periods presented. Operating results for
   the three and six months ended March 31, 2006, are not necessarily indicative
   of the results  that may be expected for the year ended  September  30, 2006.
   Accordingly,  your attention is directed to footnote disclosures found in the
   March 31, 2005 Annual Report on Form 10KSB/A for the year ended September 30,
   2005,  and  particularly  to Note 2, which  includes a summary of significant
   accounting policies.

   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.

   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 March  31,  2006,  management
   believes there was no impairment of the Company's long-lived assets.

   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  March  31,  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 March 31, 2006,
   and has reclassified its  consolidated  financial  statements as of March 31,
   2005 to reflect such accounting treatment,  and the assets and liabilities of
   the Litigation Finance Business have been classified accordingly.


   Cash-Restricted

   The Company has $25,427 in cash in a  certificate  of deposit as security for
   the Company's California state lender's license.


                                       5
<PAGE>


   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 have
   been conducted in one industry segment

   Reclassifications:

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

   Property and Equipment

   Property and equipment are stated at cost.  Major  renewals and  improvements
   are  charged  to the  asset  accounts  while  replacements,  maintenance  and
   repairs,  which do not improve or extend the lives of the respective  assets,
   are  expensed.  At the time  property and  equipment are retired or otherwise
   disposed  of, the asset and related  accumulated  depreciation  accounts  are
   relieved of the applicable amounts. Gains or losses from retirements or sales
   are credited or charged to income.

   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

   Impact of New Accounting Standards

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

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

1.    Requires an entity to recognize a servicing  asset or servicing  liability
      each time it  undertakes  an  obligation  to service a financial  asset by
      entering into a servicing contract.
2.    Requires  all  separately   recognized   servicing  assets  and  servicing
      liabilities to be initially measured at fair value, if practicable.


                                       6
<PAGE>


3.    Permits  an  entity  to  choose   `Amortization   method'  or  Fair  value
      measurement  method'  for each class of  separately  recognized  servicing
      assets and servicing liabilities:
4.    At  its  initial  adoption,   permits  a  one-time  reclassification  of
      available-for-sale  securities  to trading  securities  by entities with
      recognized   servicing   rights,   without  calling  into  question  the
      treatment of other  available-for-sale  securities  under Statement 115,
      provided that the  available-for-sale  securities are identified in some
      manner as offsetting  the entity's  exposure to changes in fair value of
      servicing  assets or  servicing  liabilities  that a servicer  elects to
      subsequently measure at fair value.
5.    Requires   separate   presentation  of  servicing   assets  and  servicing
      liabilities  subsequently  measured  at fair  value  in the  statement  of
      financial   position  and  additional   disclosures   for  all  separately
      recognized servicing assets and servicing liabilities.

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

   Computation of Earnings per Share

   Basic net income  (loss) per common  share is computed by dividing net income
   (loss)  attributable to common stockholders by the weighted average number of
   shares of common stock outstanding  during the period.  Net income (loss) per
   common  share  attributable  to  common  stockholders  assuming  dilution  is
   computed by dividing net income by the weighted  average  number of shares of
   common stock  outstanding  plus the number of  additional  common shares that
   would have been outstanding if all dilutive  potential common shares had been
   issued.  Potential  common shares related to stock options and stock warrants
   are excluded from the computation when their effect is antidilutive.

3.    DISCONTINUED OPERATIONS

   The Company has  discontinued  further  investment in its Litigation  Finance
   Business other than the collection or other  disposition of its existing loan
   and investment portfolio and accordingly has reclassified on its Consolidated
   Balance  Sheet all  assets and  liabilities  associated  with the  Litigation
   Finance  Business as Assets and  Liabilities  from  Discontinued  Operations.
   Included  in this  reclassification  is a 65.63%  interest  in secured  notes
   issued by Case  Financial  Funding,  Inc, a subsidiary  of Old Case  ("CFF"),
   acquired  in February  2005 and valued at  $287,000 as of the date  acquired,
   that  provide  the holder  with a secured  interest  in the  proceeds  of the
   outstanding  cases of CFF as more  fully  described  in Note 7 -  Convertible
   Debentures.  All revenues and expenses associated with the Litigation Finance
   Business have been  reclassified and the net amount reported on its Condensed
   Consolidated  Statement of Operations as Loss from  Discontinued  Operations.
   Furthermore  the  Company  has  reclassified   its   consolidated   financial
   statements  as of March 31,  2005 to reflect  such  accounting  treatment.  A
   summary of the assets and liabilities so classified is as follows:

                                                           March 31, 2006
                                                          ---------------
Discontinued Assets
  Operating
     Service fees receivable net of impairment
     allowance of $122,520                                $            86
                                                          ---------------
  Investing
     Investments in contracts, net of allowance
     for contract losses of $464,481                            1,870,940
     Loans receivable, net of allowance for bad
     debts of $99,851                                             100,000
                                                          ---------------
                                                                1,970,940
                                                          ---------------
                                                                1,971,026
                                                          ===============
Discontinued Liabilities
   Operating
       Accounts payable                                   $       366,489
   Financing
       Non recourse loans payable -
            related parties (1)                                 1,484,681
       Non recourse loans payable (2)                             278,549
                                                          ---------------
                                                          $     2,129,719
                                                          ===============


                                       7
<PAGE>


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

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

     Net revenues and expenses from discontinued operations are as follows:

<TABLE>
<CAPTION>
                            Three months ended March 31,         Six months ended March 31,
                         ----------------------------------   ----------------------------------
                                 2006           2005           2006          2005
                         ----------------------------------   ----------------------------------
<S>                      <C>               <C>                <C>                <C>
Revenues                 $        53,179   $         1,753    $        54,304    $        37,747


Operating expenses                44,436            24,928             64,411             94,364
                         ----------------------------------   ----------------------------------
Loss from discontinued
operations               $         8,743   $       (23,175)   $       (10,107)   $       (56,617)
                         ==================================   ==================================
</TABLE>

4.    SETTLEMENT - FORGIVENESS OF DEBT

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

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

      The key terms to this agreement are:

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

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


                                       8
<PAGE>


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

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

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

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

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

   On October 5, 2005,  the  Company  and a former  director  and a former  Vice
   President of  Underwriting,  Secretary and director of the Company executed a
   Settlement  and Release  Agreement  regarding a derivative  lawsuit  filed by
   CCWIPP  pursuant to which; a) the former director would return to the Company
   for  cancellation  750,000  shares of common stock owned or controlled by him
   and return and cancel two promissory notes of the Company totaling  $100,000;
   b) the former Vice  President of  Underwriting,  Secretary and director would
   return to the Company for  cancellation  100,000 shares of common stock owned
   or  controlled  by him and  repay  in cash to the  Company  $15,160;  c) both
   parties would be released  from further  action by the CCWIPP and the Company
   with  respect to the claims  made in the  derivative  lawsuit,  and;  d) both
   parties  agree to waive any and all  further  claims  against the Company and
   CCWIPP. The foregoing agreement was approved by the court in February 2006.

   As a result of the foregoing, the Company recognized a gain on forgiveness of
   debt of  $213,342  consisting  of  $100,000 in  principal  of debt  forgiven,
   $28,342 of accrued interest on the foregoing  principal through February 2006
   and  $85,000  representing  the  market  value of the  850,000  shares of the
   Company's common stock returned at price per share of $0.10 as of the date of
   the court approval of the settlement agreement.

5.    EQUIPMENT

      Equipment consisted of the following at March 31, 2006:

              Computer Software                        $    3,240
              Office furniture and
              fixtures                                      3,077
              Office Equipment                             13,922
                                                       ----------
                                                           20,239
              Less: Accumulated depreciation               18,097
                                                       ----------
                                                       $    2,142


                                       9
<PAGE>


6.    LOANS PAYABLE, RELATED PARTIES

      The related party debt consists of the following:

                                                             March 31,
                                                            ----------
                                                               2006
          Note payable, unsecured, payable May 23,
          2004 plus interest at 8% per annum. (3)           $  600,000

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

          Promissory demand notes, unsecured ,
          interest payable monthly at 12.0% per annum (5)      110,000

          Revolving demand loans-Officers (6)                   58,800
                                                            ----------
                                                            $  918,800
                                                            ==========


      (1)   In May 2002 in  conjunction  with the  acquisition of Case Financial
            LLC, the Company  assumed  $700,000 in unsecured  promissory  notes,
            bearing  interest at 8%, which,  at the time assumed were payable to
            two related-party  stockholders.  The first note for $600,000, which
            was due in May 2004, was to a former director and former interim CEO
            and CFO of the Company.  On March 30, 2004, Mr. Bibicoff agreed to a
            six month deferral on interest payments commencing with the interest
            payment  that had  been due for  March  2004 and a  deferral  of the
            principal payment to September 30, 2004. In addition, he agreed to a
            suspension of any  collection  actions for any prior  defaults under
            this note. The second note,  for $100,000,  was to a relative of one
            of the  Company's  former  CEO's.  As of June 7, 2004,  the  Company
            entered  into an  agreement  and mutual  release with the former CEO
            which  included  provisions  for this former  officer,  director and
            shareholder to divest of the majority of his shares of the Company's
            common  stock.  The new  management,  which  assumed  control  as of
            October 7, 2004 is investigating  the adequacy of the  consideration
            and the legal validity of the release. As a result of the foregoing,
            the Company has reclassified the $100,000 unsecured  promissory note
            due May 2005 from Loans  Payable-Related  Parties to Loans  Payable.
            The note holder has informed the Company that this $100,000 note was
            due May 2004. The Company is investigating  this matter. The Company
            is in default on both of these  notes due to non payment of interest
            (and  principal,  in the case of the $600,000 note) and, as of March
            31, 2006, total accrued  interest on the $600,000 totaled  $112,000.
            The note holder of the  $600,000  has filed suit against the Company
            for non payment  (See Note 10;  Contingencies)  The Company  accrued
            interest  of  $12,000  and  $24,000  on the above note for the three
            months and six  months  ending  March 31,  2006,  respectively.  The
            Company  accrued  interest  of $12,000 and $24,000 on the above note
            for  the  three  months  and  six  months  ending  March  31,  2005,
            respectively.


      (2)   Effective  January 1, 2003, an accredited  investor,  which is now a
            related  party  through its  affiliation  with CCWIPP,  converted an
            investment in the Company by exchanging a four year, 9.85% per annum
            promissory  note for a four  year,  12% per  annum  promissory  note
            issued by the Company.  The principal  amount of the promissory note
            was $150,000. As part of the conversion,  the Company cancelled four
            year warrants to purchase 75,000 shares of common stock at $0.60 per
            share, and issued four year warrants to purchase: (i) 150,000 shares
            of common stock at an exercise price of $0.50 and (ii) 75,000 shares
            of common  stock at an exercise  price of $0.80.  The  Company  also
            agreed to register  the common  stock  underlying  the  warrants for
            resale.  On March 30, 2004, in conjunction  with changes the Company
            implemented  with respect to its senior  management and its Board of
            Directors,  the lender  agreed to a deferral  on  interest  payments
            under this note and a suspension of any collection actions for prior
            defaults under this note,  commencing with the payment that had been
            due for January 2004 for a period of six months. In consideration of
            this  deferral,  the Company  agreed to reduce the exercise price on
            warrants  to  purchase  75,000  shares  of the  common  stock of the
            Company at $0.80 to a revised exercise price of $0.50 per share. All
            other terms of the warrants  remain  unchanged.  The increase in the
            fair value of the foregoing warrants as a result of the reduction in
            the exercise price as well as the initial value are being  amortized
            over the  remaining  life of the  warrants  and  charged to non-cash
            finance  expense.  The Company is in default on this note and, as of
            March 31, 2006, accrued interest totaled $40,500. As a result of the
            loan being in default and therefore immediately due and payable, the
            Company has written  off $3,630 in  deferred  interest  costs to non
            cash finance  expenses related to the warrants issued in conjunction
            with this loan. The Company accrued  interest of $13,500 and $27,000
            on the above note for the three  months and six months  ending March
            31, 2006, respectively.  The Company accrued interest of $13,500 and
            $27,000 on the above note for the three months and six months ending
            March 31, 2005, respectively.


                                       10
<PAGE>


      (3)   The  Company  had  outstanding  as of March  31,  2006  $110,000  in
            unsecured  promissory  demand to a former  directors.  The holder of
            these demand notes agreed to a deferral on interest payments and the
            principal  payment  commencing  with the interest  payment due March
            2004 for a period of six months. The Company is in default on all of
            these  notes due to non  payment of  interest  and,  as of March 31,
            2006,  accrued interest  totaled  $24,420.  The note holder of these
            notes has filed suit  against the Company for non payment  (See Note
            10;  Contingencies).  The  Company  accrued  interest  of $3,629 and
            $7,258 on the above note for the three months and six months  ending
            March 31, 2006, respectively. The Company accrued interest of $3,629
            and  $7,258 on the above  note for the three  months  and six months
            ending March 31, 2005, respectively

      (4)   During the three and six months  ended March 31,  2006,  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 March 31, 2006,  $25,300 was  outstanding to
            the Company's Chief Executive Officer and $33,500 was outstanding to
            the Company's Chief Financial Officer.  The Company accrued interest
            of $356 and $1,276 on the above  notes for the three  months and six
            months ending March 31, 2006, respectively.

7.    LOANS PAYABLE, UNRELATED PARTIES

      The unrelated party debt consists of the following:


                                                         March 31, 2006
                                                        ----------------
        Note payable unsecured payable May
        23, 2004 plus interest at 8% per
        annum. (1)                                      $        100,000
        Notes payable, uncollateralized,
        interest payable monthly at 12.0%
        per annum, due January 1, 2007 (2)                        50,000
        Promissory demand notes, unsecured ,
        interest payable monthly at 12.0%
        per annum (3)                                            120,000
        Secured note payable, interest at 9%
        due December 30, 2006                                     50,000
                                                        ----------------

                                                        $        320,000
                                                        ================



                                       11
<PAGE>


      (1)   In May 2002 in  conjunction  with the  acquisition of Case Financial
            LLC, the Company  assumed  $700,000 in unsecured  promissory  notes,
            bearing  interest at 8%, which,  at the time assumed were payable to
            two related-party  stockholders.  The first note for $600,000, which
            was due in May 2004,  was to a director  and former  interim CEO and
            CFO of the Company. The second note, for $100,000, was to a relative
            of the Company's former CEO. As of June 7, 2004, the Company entered
            into an  agreement  and  mutual  release  with the  former CEO which
            included   provisions   for  this  former   officer,   director  and
            shareholder to divest of the majority of his shares of the Company's
            common  stock.  As a  result  of  the  foregoing,  the  Company  has
            reclassified  the $100,000  unsecured  promissory  note due May 2005
            from Loans Payable-Related  Parties to Loans Payable. The noteholder
            has informed the Company that this  $100,000  note was due May 2004.
            The Company is investigating  this matter. The Company is in default
            on this note due to non  payment of  interest  and,  as of March 31,
            2006, accrued interest totaled $12,667.

      (2)   The principal amount of this promissory note was $50,000.  Effective
            January 1, 2003, the noteholder  converted  their  investment in the
            Company by exchanging a four year,  9.85% per annum  promissory note
            for a four  year,  12% per  annum  promissory  note.  As part of the
            conversion,  the Company  cancelled  four year  warrants to purchase
            25,000  shares of common  stock at $0.60 per share,  and issued four
            year  warrants to purchase:  (i) 50,000 shares of common stock at an
            exercise price of $0.50 and (ii) 25,000 shares of common stock at an
            exercise  price of $0.80.  The Company  also agreed to register  the
            common stock  underlying the warrants for resale.  The Company is in
            default on this note due to non payment of interest and, as of March
            31, 2006, accrued interest totaled $10,500.  As a result of the loan
            being in default and  therefore  immediately  due and  payable,  the
            Company has written  off, as of March 31,  2006,  $1,210 in deferred
            interest costs to non cash finance  expenses related to the warrants
            issued in conjunction with this loan.

      (3)   The  Company  had  outstanding  as of March  31,  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, as of
            March 31, 2006, accrued interest totaled $32,599.

      (4)   On December  30,  2005,  the  Company  entered  into a secured  note
            payable due within one year.  The note is secured by the proceeds of
            selected  cases in the  Company's  portfolio  and,  upon  receipt of
            proceeds from such cases, the principal due is accelerated. Interest
            is payable monthly at 9%. As additional  consideration,  the Company
            issued  50,000  shares of stock in January 2006 which was charged to
            interest at the market  value of the commons  stock issued which was
            $0.11 per share for a total of $5,500.


                                       12
<PAGE>


8.    CONVERTIBLE DEBENTURES

      On February 28, 2005, the Company  purchased a 65.63%  interest  valued at
      $287,000  as of the date  acquired  based  upon  the pro rata  collectible
      principal in the remaining case portfolio of Case Financial Funding,  Inc,
      a subsidiary of Old Case ("CFF"), by acquiring 65.63% of the secured notes
      issued  by CFF that  provide  the  holder  with  secured  interest  in the
      proceeds  of the  outstanding  cases  of CFF.  This  investment  has  been
      reclassified as a discontinued  asset. As consideration for this purchase,
      the Company  issued a convertible  debenture in the amount  $287,000.  The
      principal  amount of the  debenture  is due and  payable in full two years
      from the date of issue unless  converted  into common stock of the Company
      at a conversion price of $0.15 per share, a total of 1,913,333 shares. The
      Company has the right at anytime, after one year, to require conversion of
      the  debenture  into shares of common  stock at $0.15 per share,  provided
      that:  the stock at anytime  trades at $0.30 or higher  for a  consecutive
      period of 30 trading days. Interest is payable  semi-annually at a rate of
      5% per annum.  The Company  recorded  the  beneficial  conversion  feature
      associated  with the  convertible  debentures  in the  amount  of  $19,133
      representing the difference  between the $0.15 per share exercise price of
      the  conversion  feature  and the  $0.16  per  share  market  value of the
      Company's  common  stock  on  the  date  of  the  debenture.  The  $19,133
      beneficial  conversion is being amortized as additional  interest over the
      two year term of the  convertible  debenture.  On October  19,  2005,  the
      Company  issued  200,000  shares of its common stock in payment of accrued
      interest  on the  outstanding  convertible  debentures  in the  amount  of
      $14,350 ($0.072 per share).

9.    COMMITMENTS

      The Company conducts its operations  utilizing  leased  facilities under a
      non-cancelable  operating  lease  agreement  expiring on October 31, 2006.
      Future minimum lease commitments,  excluding property taxes and insurance,
      are $13,816 through the end of the lease term.

10.   CONTINGENCIES

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

      On March 25, 2005 a  derivative  lawsuit was filed by a major  stockholder
      and secured  lender of the Company.  The lawsuit was filed in the Court of
      Chancery of the State of Delaware against former officers and directors of
      the Company, specifically Eric Alden, a former CEO and CFO and Chairman of
      the Board,  Harvey  Bibicoff,  a former  interim CEO and CFO and director,
      Lorne  Pollock,  former Vice  President  of  Underwriting,  Secretary  and
      director  and  Gordon  Gregory,  a former  director  alleging  that  these
      officers  and  directors  had damaged the Company by (a)  engaging in self
      dealing  transactions  in breach of their  fiduciary duty of loyalty;  (b)
      mismanaging the Company in violation of their oversight duties and duty of
      care;   (c)  wasting   corporate   assets;   and  (d)  making   fraudulent
      misrepresentations  which induced the corporate  entity to issue shares to
      these individuals. The Company's Board of Directors has elected to consent
      to the  filing  of this  complaint.  The  Company  was  named as a nominal
      defendant in this complaint.  Management believes that the outcome of this
      case will not have a material  impact on the  financial  condition  of the
      Company.  On October 5, 2005, Mr. Gregory,  Mr.  Pollock,  and the Company
      executed a Settlement and Release Agreement regarding this action pursuant
      to which;  a) Mr.  Gregory  would  return to the Company for  cancellation
      750,000  shares of common stock owned or  controlled by him and return and
      cancel two  promissory  notes of the  Company  totaling  $100,000;  b) Mr.
      Pollock  would return to the Company for  cancellation  100,000  shares of
      common stock owned or  controlled  by him and repay in cash to the Company
      $15,160;  c) Mr.  Pollock and Mr.  Gregory  would be released from further
      action by the  majority  stockholder  and the Company  with respect to the
      claims made in the derivative lawsuit, and; d) Mr. Pollock and Mr. Gregory
      agree to waive any and all  further  claims  against  the  Company and the
      major  stockholder.  The foregoing  agreement was approved by the Court of
      Chancery in the State of Delaware and was  consummated  in February  2006.
      Mr. Alden and Mr. Bibicoff  remain as defendants in this action.  Further,
      Mr.  Alden filed a breach of contract  action which has been stayed by the
      court pending outcome of the derivative action suit.


                                       13
<PAGE>


      The Company was served  with a complaint  in February  2004 filed with the
      Los Angeles  Superior Court,  Northwest  District,  Case Number LC 067786,
      naming the Company and a former  director of the Company Harvey  Bibicoff,
      as  co-defendants  in a case  against  Old  CFI  claiming  a  breach  of a
      promissory  note by Old  Case  and  asserting  fraud  seeking  damages  of
      $140,000 plus attorneys fees and punitive  damages.  The Company continues
      to defend this suit and  believes  the  ultimate  outcome  will not have a
      material  impact on the  Company's  financial  condition.  The Company has
      accrued $140,000 as of March 31, 2006 for this potential claim.

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

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

11.   STOCKHOLDERS DEFICIENCY

      On October 19, 2005, the Company issued 200,000 shares of its common stock
      in payment of accrued interest on the outstanding  convertible  debentures
      in the amount of $14,350 ($0.072 per share).

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

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

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


                                       14
<PAGE>


      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.

12.   SUBSEQUENT EVENTS

      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  noteholder.  The
      market  value of the stock on the date of issue was $0.31 per share  which
      will  result in a charge to interest  of $15,500  which will be  amortized
      through December 31, 2006, the remaining term of the note.

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


                                       15
<PAGE>


Item  2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations

The discussion  contained herein is for the three and six months ended March 31,
2006 and 2005. The following  discussion  should be read in conjunction with the
Company's  condensed  consolidated  financial  statements  and the  notes to the
condensed consolidated financial statements included elsewhere in this Quarterly
Report on Form  10-QSB  for the  quarterly  period  ended  March 31,  2006.  The
following discussion contains  forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended,  including  statements that include
words such as "anticipates",  "expects",  "intends", "plans", "believes", "may",
"will" or similar  expressions  that are  intended to  identify  forward-looking
statements. In addition, any statements that refer to expectations,  projections
or other  characterizations  of future  events or  circumstances,  including any
underlying assumptions, are forward-looking statements. Such statements include,
but are not  limited to,  statements  regarding  our  intent,  belief or current
expectations regarding our strategies, plans and objectives, our product release
schedules, our ability to design, develop,  manufacture and market products, our
intentions with respect to strategic  acquisitions,  the ability of our products
to achieve or maintain commercial acceptance and our ability to obtain financing
for our  obligations.  Such statements are not guarantees of future  performance
and are subject to risks,  uncertainties  and assumptions  that are difficult to
predict.  Therefore,  the Company's  actual results could differ  materially and
adversely from those expressed in any forward-looking  statements as a result of
various  factors.  Factors that could cause or contribute to the differences are
discussed in "Factors  That May Affect  Future  Results" in the  Company's  Form
10KSB/A filed on January 23, 2006 with the Securities  and Exchange  Commission.
Except as required by applicable  law or regulation,  the Company  undertakes no
obligation to revise or update any forward-looking  statements contained in this
Quarterly  Report on Form 10-QSB for the quarterly  period ended March 31, 2006.
The  information  contained  in this  Quarterly  Report on Form  10-QSB  for the
quarterly  period  ended  March 31,  2006 is not a complete  description  of the
Company's  business or the risks  associated with an investment in the Company's
common  stock.  Each reader  should  carefully  review and  consider the various
disclosures  made by the Company in this Quarterly Report on Form 10-QSB for the
quarterly  period ended March 31, 2006 and in the  Company's  other filings with
the Securities and Exchange Commission.

Overview

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

We have  experienced  substantial  operating  losses in our  Litigation  Finance
Business  since  completing  the  reverse  acquisition  with Asia Web and,  as a
result,  have depleted our working capital  available for new advances under our
loan programs.  By unanimous  consent of the Board of Directors  dated September
30, 2005, our Board of Directors  approved a resolution  declaring that we would
discontinue further investment in our Litigation Finance Business other than the
collection or other disposition of our existing loan and investment portfolio.

We  have  reclassified  on  our  Consolidated   Balance  Sheet  all  assets  and
liabilities  associated  with the  Litigation  Finance  Business  as Assets  and
Liabilities from Discontinued  Operations.  All revenues and expenses associated
with the Litigation  Finance Business have been  reclassified and the net amount
reported on its Consolidated  Statement of Operations as Loss from  Discontinued
Operations.  Furthermore,  we have  reclassified  our prior period  consolidated
financial statements to reflect such accounting treatment.

We intend to continue  our efforts to collect our  existing  portfolio  of loans
receivable and  investments  in contracts,  settle our  outstanding  obligations
resolve  current  litigation  and minimize  operating  costs.  In March 2006, we
reached a settlement with our largest creditor and stockholder which resulted in
the  cancellation  of $2,500,000 in outstanding and delinquent debt and had also
reached a settlement  regarding an additional  $100,000 in  outstanding  debt in
February  2006.  We  believe  that our  available  current  cash  resources  and
anticipated  collections  will be adequate to fund our current  limited level of
operations  through its fiscal year ended  September 30, 2006.  However,  to the
extent our  estimates and  assumptions  are  inaccurate  and/or we are unable to
successfully  collect the amounts due on its  portfolio  and settle  outstanding
obligations at reduced  amounts,  we may not have  sufficient  cash resources to
fund our ongoing  obligations.  In such event,  we may be required to seek other
funding and/or consider a formal or informal restructuring or reorganization. In
the event we are successful in recovering cash from these resources in excess of
our  operating  needs,  we  may  utilize  this  cash  to  acquire  new  business
opportunities.


                                       16
<PAGE>


Our Critical Accounting Policies

The discussion and analysis of the Company's  financial condition and results of
operations is based upon the Company's consolidated financial statements,  which
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America.  The preparation of these financial  statements
requires the Company to make  estimates and  judgments  that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent  assets and liabilities.  On an ongoing basis, the Company  evaluates
its estimates,  including those related to bad debts,  intangible assets, income
taxes, and  contingencies  and litigation,  among others.  The Company bases its
estimates on  historical  experience  and on various other  assumptions  that it
believes to be reasonable under the circumstances, the results of which form the
basis for making  judgments  about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.  The Company believes
that the following  critical  accounting  policies  affect its more  significant
judgments and estimates used in the  preparation of its  consolidated  financial
statements:   discontinued  operations,  use  of  estimates  and  impairment  of
long-lived  assets.  These  accounting  policies  are  discussed  in  "ITEM  6 -
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OR PLAN OF  OPERATION"  contained in the
Company's Annual Report on Form 10-KSB/A for the fiscal year ended September 30,
2005, as well as in the notes to the September 30, 2005  consolidated  financial
statements.  There have not been any  significant  changes  to these  accounting
policies since they were previously reported at September 30, 2005.

Results of Operations

Discontinued Operations

All revenue and expenses applicable to our Litigation Finance Business have been
reported as Loss from  Discontinued  Operations in Statement of Operations.  The
components of Loss from  Discontinued  Operations for the six months ended March
31, 2006 and March 31, 2005 consist of the following

   Net revenues and expenses from discontinued operations are as follows:

<TABLE>
<CAPTION>
                          Three months ended March 31,       Six months ended March 31,
                          -----------------------------    ------------------------------
                               2006           2005             2006             2005
                          -------------   -------------    -------------    -------------
<S>                       <C>             <C>              <C>              <C>
Revenues                  $      53,179   $       1,753    $      54,304    $      37,747

Operating expenses               44,436          24,928           64,411           94,364
                          -------------   -------------    -------------    -------------
Gain (loss) from
discontinued operations   $       8,743   $     (23,175)   $     (10,107)   $     (56,617)
                          =============   =============    =============    =============
</TABLE>


For the six months ended March 31, 2006, our Loss from  discontinued  operations
decreased by $46,510 or 82%, to $10,107.  Revenues from the  Litigation  Finance
Business increased $16,557,  or 44%, over the six months ended March 31, 2005 as
a result of having  limited  success in  collecting  the balances  owed from the
oldest and most problematic cases remaining on our portfolio from investments in
prior years.  Operation  expenses in the Litigation  Finance  Business  declined
$29,953,  or 32%, to $64,411 as a result of termination of the personnel related
to the Litigation  Finance Business during the year ended September 30, 2005 and
downsizing  of our  operations.  For the three months ended March 31, 2006,  our
loss from discontinued  operations decreased by $31,918 and we recognized a gain
from discontinued  operations of $8,7432.  Revenues from the Litigation  Finance
Business  increased  $51,426  from $1,753 for the three  months  ended March 31,
2005.  Operation  expenses in the  Litigation  Finance  Business also  increased
$19,508,  or 78%, to $44,436 as a result of additional  legal costs  incurred in
conjunction with our improved collection activity.


                                       17
<PAGE>


General and Administrative Expenses

General and  administrative  expenses  consist of costs not directly  associated
with our Litigation  Finance Business.  For the three and six months ended March
31, 2006, administrative expenses increased $21,429 and $58,243, or 12% and 16%,
respectively,  to $204,157 and $425,308 for the three and six months ended March
31, 2006, . The increase is the  primarily the result of the accrual of salaries
for  our  CEO  and  CFO   beginning   October  2005  offset  by   reductions  in
administrative travel costs.

Interest Expense

Interest expense was $115,928 for the three months ended March 31, 2006 compared
with $99,632 for the three months ended March 31, 2005,  an increase of $16,296,
or 16%,  primarily  as a result  of an  interest  charge  in both cash and stock
related to a $50,000  note payable  obtained in January  2006 which  resulted in
additional  interest for the three month period of $6,625 and the recognition of
three  months  interest  as  opposed  to one  months  interest  on  $287,000  in
convertible  debentures  obtained  February 2005. Fir the six months ended March
31, 2006, interest expense was $219,653 as compared to $207,334,  an increase of
$12,319  or 6%  principally  as a  result  of  the  same  reasons  cited  in the
foregoing.

Non-Cash Finance Expense

Non-cash  finance  expenses  were  $16,074 for the three  months ended March 31,
2006, as compared  with $53,784  during the three months ended March 31, 2005, a
decrease of $37,710 or 70%.  For the six months  ended  March 31, 2006  non-cash
finance  expenses were $66,658 as compared  with $107,903  during the six months
ended March 31, 2005, a decrease of $41,245 or 38%.

Non-cash finance expenses represent amortized costs of common stock, options and
warrants granted in conjunction with financing  transactions.  In as much as the
underlying notes associated with these deferred interest,  specifically the $2.0
million and $150,000 notes payable to a related party (a major  stockholder) and
the $50,000  note  payable to an  unrelated  party are in default and  therefore
deemed immediately due and payable,  we have written off the balance of deferred
interest totaling $27,115 as of December 31, 2005.


Liquidity and Capital Resources

In their report  dated  December 19, 2005 on the  financial  statements  for the
fiscal  year ended  September  30,  2005;  our  independent  auditors  expressed
substantial  doubt about our ability to  continue  as a going  concern.  We have
discontinued our principal  business,  the Litigation Finance Business.  We have
incurred  net losses of $  $1,586,202  and  $2,578,438  during  the years  ended
September 30, 2005 and 2004,  respectively.  There was an accumulated deficit of
$14,030,360 as of September 30, 2005 and total liabilities exceeded total assets
by  $4,871,616  as of  September  30,  2005.  As of March  31,  2006,  we had an
accumulated deficit of $11,558,881, a stockholders' deficiency of $2,227,920 and
negative cash flows from operating activities for the six months ended March 31,
2006 of $128,921.  Our current cash is not  sufficient to sustain our operations
unless we are  successful  at  collecting  amounts due and owing on our existing
investment in contracts and loan receivable portfolios and/or raising additional
capital.  These conditions raise substantial doubt about our ability to continue
as a going concern and our financial  statements do not include any  adjustments
that might result from the outcome of this uncertainty.


                                       18
<PAGE>


Operating Activities

Our balance sheet at March 31, 2006 reflects cash of $25,982 as compared to cash
of $14,367 at  September  30,  2005,  an increase  of $11,615.  Net cash used in
operating  activities  was  $128,921  for the six months  ended  March 31,  2006
compared to $540,022 for the six months ended March 31, 2005, a decrease in cash
used in operating activities of $411,101.  Net cash used in operating activities
from continuing  operations was $237,642 for the six months ended March 31, 2006
as compared  to $629,696  for the six months  ended March 31,  2005,  a decrease
$392,054.  The decrease in cash used in  continuing  operations is the result of
our increases in accounts payable and accrued expenses  primarily as a result of
our non payment of interest and a decrease in operating costs. Net cash provided
by operating  activities from  discontinued  operations was $108,721 for the six
months  ended March 31,  2006 as  compared  to $39,674 for the six months  ended
March 31,  2005,  primarily  the result of decreased  collection  of fees on our
investments in contracts and loans receivable balances.

Investment Activities

Net cash used in  investing  activities  for the six months ended March 31, 2006
was $427  compared to net cash  provided by investing  activities of $54,217 for
the six months ended March 31, 2005 a decrease of $754,644. This decrease is the
result of our  inability to collect on the  remaining  cases in our portfolio of
cases in the discontinued Litigation Finance Business.

Financing Activities

Net cash provided by financing  activities was $140,963 for the six months ended
March 31, 2006 as compared to net cash used by finance  activities of $3,779 for
the six months  ended March 31, 2005 an increase of  $144,742.  Net cash used in
financing  activities  from  discontinued  operations  was  $563,153 for the six
months  ended  March  31,  2005 as a result  of  repayments  of third  party non
recourse loans from funding of cases that were settled and collected  during the
period.

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

Settlement - Forgiveness of Debt

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

This settlement  agreement  resolves our outstanding loans to CCWIPP, our common
stock held by CCWIPP and dismisses the litigation commenced by us with regard to
disputed business issues between us and CCWIPP.

The key terms to this agreement are:

o     We shall form with CCWIPP an Operating Committee to oversee the collection
      of  receivables  due from advances  made through us 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 our former officers and
      directors  would be divided  between the parties,  60% of the net proceeds
      due to CCWIPP  and 40% of the net  proceeds  due to us.  Once  CCWIPP  has
      recovered  $4,000,000,  this  division  would  reverse with 60% of the net
      proceeds due to us 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 to us.


                                       19
<PAGE>


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

o     The return of 1,000,000 shares of our common stock and the cancellation of
      3,000,000  warrants to purchase our 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 our common stock at an exercise price of $.25. These warrants expire on
      December 31, 2008.

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

On October 5, 2005,  we and a former  director  and a former Vice  President  of
Underwriting,  Secretary and director of the Company  executed a Settlement  and
Release  Agreement  regarding a derivative  lawsuit filed by CCWIPP  pursuant to
which; a) the former director would return to us for cancellation 750,000 shares
of common stock owned or controlled by him and return and cancel two  promissory
notes to us totaling  $100,000;  b) the former Vice  President of  Underwriting,
Secretary and director  would return to us for  cancellation  100,000  shares of
common stock owned or controlled by him and repay in cash to us $15,160; c) both
parties would be released from further  action by the CCWIPP and us with respect
to the claims made in the  derivative  lawsuit,  and; d) both  parties  agree to
waive any and all further claims against us and CCWIPP. The foregoing  agreement
was approved by the court in February 2006.

As a result of the  foregoing,  we recognized a gain on  forgiveness  of debt of
$213,342  consisting  of  $100,000 in  principal  of debt  forgiven,  $28,342 of
accrued  interest on the foregoing  principal  through February 2006 and $85,000
representing the market value of the 850,000 shares of our common stock returned
at  price  per  share  of $0.10  as of the  date of the  court  approval  of the
settlement agreement.

Principal Commitments

We conduct our operations  utilizing  leased  facilities  under a non-cancelable
operating  lease  agreement  expiring on October 31, 2006.  Future minimum lease
commitments, excluding property taxes and insurance, are $13,816 through the end
of the lease term.

Off-Balance Sheet Arrangements

At  March  31,  2006,  we  did  not  have  any   transactions,   obligations  or
relationships that could be considered off-balance sheet arrangements.

Item  3. 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 by the Company under
the  Securities  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 Securities  Exchange Act
of 1934 is accumulated and communicated to the Company's  management,  including
its principal executive and financial officers, as appropriate,  to allow timely
decisions regarding required disclosure.


                                       20
<PAGE>


The  Company  carried  out an  evaluation,  under the  supervision  and with the
participation of its management,  including its principal  executive officer and
principal 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 officer and financial officers 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.

PART  II - OTHER INFORMATION

Item  1. Legal Proceedings.

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

On March 25,  2005 a  derivative  lawsuit was filed by a major  stockholder  and
secured lender of the Company. The lawsuit was filed in the Court of Chancery of
the State of Delaware  against  former  officers  and  directors of the Company,
specifically Eric Alden, a former CEO and CFO and Chairman of the Board,  Harvey
Bibicoff, a former interim CEO and CFO and director,  Lorne Pollock, former Vice
President of Underwriting,  Secretary and director and Gordon Gregory,  a former
director  alleging that these  officers and directors had damaged the Company by
(a) engaging in self dealing  transactions  in breach of their fiduciary duty of
loyalty;  (b) mismanaging the Company in violation of their oversight duties and
duty  of  care;  (c)  wasting  corporate  assets;   and  (d)  making  fraudulent
misrepresentations  which induced the corporate  entity to issue shares to these
individuals.  The  Company's  Board of  Directors  has elected to consent to the
filing of this complaint.  The Company was named as a nominal  defendant in this
complaint.  Management  believes  that the  outcome of this case will not have a
material impact on the financial  condition of the Company.  On October 5, 2005,
Mr.  Gregory,  Mr.  Pollock,  and the Company  executed a Settlement and Release
Agreement  regarding this action  pursuant to which; a) Mr. Gregory would return
to the  Company  for  cancellation  750,000  shares  of  common  stock  owned or
controlled  by him and return and cancel  two  promissory  notes of the  Company
totaling  $100,000;  b) Mr. Pollock would return to the Company for cancellation
100,000  shares of common stock owned or  controlled by him and repay in cash to
the Company  $15,160;  c) Mr.  Pollock and Mr.  Gregory  would be released  from
further action by the majority  stockholder  and the Company with respect to the
claims made in the derivative lawsuit, and; d) Mr. Pollock and Mr. Gregory agree
to  waive  any and  all  further  claims  against  the  Company  and  the  major
stockholder.  The  foregoing  agreement was approved by the Court of Chancery in
the State of Delaware and was  consummated  in February  2006. Mr. Alden and Mr.
Bibicoff remain as defendants in this action.  Further, Mr. Alden filed a breach
of contract  action  which has been stayed by the court  pending  outcome of the
derivative action suit.

The  Company was served  with a  complaint  in February  2004 filed with the Los
Angeles Superior Court,  Northwest District,  Case Number LC 067786,  naming the
Company and a former director of the Company Harvey  Bibicoff,  as co-defendants
in a case against Old CFI claiming a breach of a promissory note by Old Case and
asserting  fraud seeking  damages of $140,000 plus  attorneys  fees and punitive
damages.  The Company  continues  to defend this suit and  believes the ultimate
outcome will not have a material  impact on the Company's  financial  condition.
The Company has accrued $140,000 as of March 31, 2006 for this potential claim.


                                       21
<PAGE>


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

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

Item  2. Unregistered Sale of Equity Securities.

On October 19, 2005,  the Company  issued  200,000 shares of its common stock in
payment of accrued  interest on the  outstanding  convertible  debentures in the
amount of $7,175 ($0.072 per share).

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

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

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

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

Item  3. Defaults In Senior Securities.

As of March 31, 2006, the Company is in default on the following notes:

1.    Note  payable,  unsecured,  payable  May 23, 2004 plus
      interest at 8% per annum. The Company is in default on
      this loan and, as of March 31, 2006  accrued  interest
      totaled  $100,000.  The note  holder  has  filed  suit
      against the Company for non payment.                           $   600,000


                             22
<PAGE>


2.    Notes  payable,  uncollateralized,   interest  payable
      monthly at 12.0% per annum,  due January 1, 2007,. The
      Company is in  default  on this note and,  as of March
      31, 2006, accrued interest totaled $36,000.                    $   150,000

3.    Promissory demand notes,  unsecured , interest payable
      monthly at 12.0% per annum.  The Company is in default
      on all of these  notes due to non  payment of interest
      and, as of March 31, 2006,  accrued  interest  totaled
      $47,462.  The note holder of a $40,000  note  included
      herein  has filed suit  against  the  Company  for non
      payment.                                                       $   110,000

4.    Note  payable  unsecured  payable  May 23,  2004  plus
      interest at 8% per annum. The Company is in default on
      this note due to non  payment of  interest  and, as of
      March 31, 2006,  accrued interest  totaled $10,667.            $   100,000

5.    Note  payable,   uncollateralized,   interest  payable
      monthly at 12.0% per annum,  due January 1, 2007.  The
      Company is in default on this note due to non  payment
      of  interest  and,  as  of  March  31,  2006,  accrued
      interest totaled $9,000.                                       $   50,000

6.    Promissory demand notes,  unsecured , interest payable
      monthly at 12.0% per annum.  The Company is in default
      on these notes due to non payment of interest  and, as
      of March 31, 2006, accrued interest totaled $28,599.           $   120,000


Item  4.  Submission  Of  Matters  To  A  Vote  Of  Security
      Holders.

None.


Item  5. Other Information.

None.

Item  6. Exhibits

The following documents are filed as part of this report:

Exhibit No.

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

      31.2  Certification of 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


                                       23
<PAGE>


                                   SIGNATURES

In accordance with the  requirements  of the Exchange Act the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                    CASE FINANCIAL, INC.


Dated: May 19, 2006                 /s/ Michael Schaffer
                                    ---------------------------------------
                                    By:  Michael Schaffer
                                    Its: Chief Executive Officer (Principal
                                    Executive Officer)


Dated: May 19, 2006                 /s/ Lawrence Schaffer
                                    -----------------------------------------
                                    By: Lawrence Schaffer
                                    Its: Chief Financial Officer (Principal
                                    Financial Officer and Principal
                                    Accounting Officer)


                                       24