<PAGE>

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

                                   FORM 10-QSB

                                   (MARK ONE)

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

                                       OR

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

           FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                         COMMISSION FILE NUMBER 0-27757

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

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

       15060 VENTURA BOULEVARD, SUITE 240, SHERMAN OAKS, CALIFORNIA 91403
       ------------------------------------------------------------------
                    (Address of principal executive offices)

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

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

                         COMMON STOCK, $0.001 PAR VALUE
                         ------------------------------
                                (Title of class)

   AS OF MAY 9, 2003 THERE WERE 15,561,108 SHARES OF COMMON STOCK OUTSTANDING.



<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                         PART I - FINANCIAL INFORMATION

Item 1.        FINANCIAL STATEMENTS                                            3

Item 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION      10

Item 3.        CONTROLS AND PROCEDURES                                        20

                           PART II - OTHER INFORMATION

Item 1.        LEGAL PROCEEDINGS                                              20

Item 6.        EXHIBITS, REPORTS ON FORM 8-K                                  21

SIGNATURES                                                                    22

                                       2



<PAGE>

ITEM 1.           FINANCIAL  STATEMENTS

<TABLE>
                           CASE FINANCIAL, INC. AND SUBSIDIARIES
                                CONSOLIDATED BALANCE SHEETS
                           September 30, 2002 and March 31, 2003

<CAPTION>
                                                                     September 30,    March 31,
                                                                         2002           2003
                                                                     ------------   ------------
                                     ASSETS                                         (unaudited)
<S>                                                                  <C>            <C>
Cash                                                                 $   159,209    $   154,037
Short-term investments                                                        --        577,418
Investments in contracts (net of allowance for contract losses of
  $228,902 at September 30, 2002 and $253,150 at March 31, 2003)       1,224,199      1,281,376
Prepayments and other assets                                              76,161        349,980
Receivables and other assets, related parties                            341,266        304,043
Equipment, at cost, net of accumulated depreciation of $90,675
  at September 30, 2002  and $113,801 at March 31, 2003                   88,749         81,943
Notes receivable from affiliate                                          659,481        658,209
                                                                     ------------   ------------
     TOTAL ASSETS                                                    $ 2,549,065    $ 3,407,006
                                                                     ============   ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Accounts payable and accrued expenses                                $   369,656    $   455,091
Accrued compensation                                                     165,000             --
Loans payable - related parties                                          985,000        870,000
Loans payable                                                            150,000      2,265,980
                                                                     ------------   ------------
     TOTAL LIABILITIES                                                 1,669,656      3,591,071
                                                                     ------------   ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
     Common stock, par value $0.001 per share,
       100,000,000 shares authorized, 15,561,108 shares issued and
       outstanding at September 30, 2002 and March 31, 2003               15,561         15,561
     Paid-in-capital                                                   7,602,378      7,774,126
     Accumulated deficit                                              (6,738,530)    (7,973,752)
                                                                     ------------   ------------
     TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                879,409       (184,065)
                                                                     ------------   ------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $ 2,549,065    $ 3,407,006
                                                                     ============   ============

 See accompanying notes to consolidated financial statements.
</TABLE>

                                       3



<PAGE>

<TABLE>
                                     CASE FINANCIAL, INC. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                               For the six months ended March 31, 2002 and 2003
                                                  (unaudited)

<CAPTION>
                                                       Three Months      Three Months       Six Months        Six Months
                                                      ended March 31,   ended March 31,   ended March 31,   ended March 31,
                                                           2002              2003              2002              2003
                                                      ---------------   ---------------   ---------------   ---------------

<S>                                                   <C>               <C>               <C>               <C>
REVENUE
   Contract fees                                      $      159,630    $      117,415    $      470,971    $      234,403
   Service fees, related parties                                  --            22,809                --            45,225
                                                      ---------------   ---------------   ---------------   ---------------

         TOTAL REVENUE                                       159,630           140,224           470,971           279,628
                                                      ---------------   ---------------   ---------------   ---------------

OPERATING EXPENSES
   Provision for losses on investments in contracts           70,257            90,791            97,320           107,316
   General and administrative                                142,083           493,188           408,029           977,109
   Sales and marketing                                        72,132           136,652           150,802           280,424
                                                      ---------------   ---------------   ---------------   ---------------
      TOTAL OPERATING EXPENSES                               284,472           720,631           656,151         1,364,849
                                                      ---------------   ---------------   ---------------   ---------------
   LOSS FROM OPERATIONS                                     (124,842)         (580,407)         (185,180)       (1,085,221)

OTHER INCOME (EXPENSE)
   Interest income                                                13             4,653                19             7,229
   Interest expense                                         (178,971)         (103,931)         (504,581)         (157,229)
                                                      ---------------   ---------------   ---------------   ---------------

      TOTAL OTHER INCOME (EXPENSE)                          (178,958)          (99,278)         (504,562)         (150,000)
                                                      ---------------   ---------------   ---------------   ---------------
   NET LOSS                                           $     (303,800)   $     (679,685)   $     (689,742)   $   (1,235,221)
                                                      ===============   ===============   ===============   ===============

   Net loss per common share - basic and diluted      $        (0.09)   $        (0.04)   $        (0.20)   $        (0.08)
   Weighted average number of common shares                3,487,500        15,561,108         3,416,071        15,561,108

                    See accompanying notes to consolidated financial statements.

                                                 4
</TABLE>



<PAGE>

<TABLE>
                                CASE FINANCIAL, INC. AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                          For the six months ended March 31, 2002 and 2003
                                             (unaudited)

<CAPTION>
                                                                             Six Months ended Six Months ended
                                                                              March 31, 2002   March 31, 2003
                                                                              --------------   --------------

<S>                                                                           <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                      $    (689,742)   $  (1,235,221)
Adjustments to reconcile net loss to net cash used in operating
activities:
      Depreciation                                                                   11,971           23,127
      Provision for losses on investments in contracts                               89,270          107,316
      Common stock and options for compensation                                     131,517           59,767
      Warrants issued for consulting services                                        25,814               --
      Warrants issued with debt                                                     113,575            8,882
   Changes in operating assets and liabilities
          (Increase) decrease in prepayments and other assets                        14,628         (133,498)
          Increase (decrease) in accounts payable and other liabilities             122,955          (79,564)
                                                                              --------------   --------------
          Net cash used in operating activities                                    (180,012)      (1,249,191)
                                                                              --------------   --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Purchase of short-term investments                                                        (1,025,000)
        Redemptions of short-term investments                                                        447,582
     Investment in contracts  -- advances                                          (735,869)      (1,225,708)
     Investment in contracts  -- collections                                        937,756        1,061,215
     Principal repayments on notes receivable from affiliate                                           1,272
     Purchase of equipment                                                               --          (16,322)
                                                                              --------------   --------------
          Net cash provided by (used in) investing activities                       201,887         (756,961)
                                                                              --------------   --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Capital lease principal payments                                                  (10,673)              --
  Proceeds from borrowings                                                           12,500        2,145,000
  Repayments of borrowings                                                           (7,500)         (83,520)
  Proceeds from related party investment participations                                              563,500
  Repayments of related party investment participations                                             (624,000)
     Repayment of related party loans - Asia Web                                      7,979               --
                                                                              --------------   --------------
        Net cash provided by financing activities                                     2,306        2,000,980
                                                                              --------------   --------------
NET INCREASE (DECREASE) IN CASH                                                      24,181           (5,172)

CASH - END OF PERIOD                                                          $      73,445    $     154,037
                                                                              ==============   ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the 6 month period for:
     Interest                                                                 $     469,734    $     157,229
     Income taxes                                                             $          --    $       7,380

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND FINANCING ACTIVITIES:
    Warrants issued with debt in December 2002 and January 2003                          --    $     103,098

                    See accompanying notes to consolidated financial statements.

                                                 5
</TABLE>



<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2002 AND 2003

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

               Nature of activities:

                  Case Financial, Inc. was incorporated in 1998 and took over
                  the net assets, primarily cash, of Asia Web Holdings, Inc.
                  ("Asia Web"), a publicly traded company incorporated in the
                  state of Delaware, by way of a reverse acquisition completed
                  on May 24, 2002. Case Financial Inc. and its subsidiaries,
                  Case Financial, LLC, and Case Capital Corporation ("Case" or
                  the "Company") provide litigation funding services to
                  attorneys and plaintiffs involved in personal injury and other
                  lawsuits, primarily in California. The Company performs an
                  internal underwriting as to the merits of each case, the
                  likelihood of success, and the estimated settlement value. The
                  Company's investment decisions and the pricing of its fees are
                  based on this risk analysis and its estimate of settlement
                  timing. The investments are made in the form of non-recourse
                  cash advances where the investment and fees are collateralized
                  by the proceeds of each legal settlement and are repaid when a
                  case is settled or favorably adjudicated in court. In April
                  2003 Case Capital Corporation became a licensed California
                  Finance Lender. Operations are conducted from leased premises
                  in Sherman Oaks, California.

               Basis of presentation:

                  Through May 24, 2002, the combined financial statements
                  include the accounts of Case Financial, Inc., its wholly owned
                  subsidiary, Case Financial Funding, Inc. and Case Financial,
                  LLC, a company related through common ownership ("Old Case").
                  The accompanying financial statements also include the
                  accounts of Case Financial Inc. and its subsidiaries Case
                  Financial, LLC and Case Capital Corporation subsequent to the
                  merger (May 24, 2002) through March 31, 2003. All significant
                  intercompany accounts, transactions and profits have been
                  eliminated upon consolidation and combination.

                                       6



<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2002 AND 2003

               Revenue recognition:

                  Fee income is recognized when a case is settled or favorably
                  adjudicated. Selling commissions are incurred and expensed
                  when the contract investments are funded. An investment in a
                  contract is deemed fully or partially uncollectible when the
                  case is dismissed or settled for an amount less than the
                  Company's investment. The Company has established an allowance
                  for investments in contracts that may become uncollectible.
                  The allowance for contract investment losses is maintained at
                  a level, which in management's judgment, is adequate to absorb
                  losses in the contract investment portfolio. The amount of the
                  allowance is based on trends in historical loss experience,
                  and exceeds the amount experienced on resolved cases.

         Short-term investments:

                  The Company invests primarily in a mutual fund consisting of
                  bonds with maturities of one year or less. The cost of these
                  investments approximated market value at March 31, 2003.

         Loss per common share:

                  Basic and diluted loss per common share is computed by
                  dividing the net loss by the weighted average number of common
                  shares outstanding for each of the periods presented. The
                  weighted average number of common shares outstanding for
                  computing the basic and diluted loss per common share was
                  3,487,500 for the three months ended March 31, 2002, and
                  15,561,108 for the three months ended March 31, 2003. For the
                  six month ended March 31, 2002 and March 31, 2003, the
                  weighted average number of common shares outstanding were
                  3,416,071 and 15,561,108, respectively. The weighted average
                  number of common shares outstanding does not include 7,375,000
                  options and warrants outstanding at March 31, 2003 because
                  they are antidilutive.

NOTE 2:  INVESTMENTS IN CONTRACTS

               Amounts advanced relating to the Company's investments in
               contracts range from 3.5% to 15% of the estimated settlement
               value.

               At September 30, 2002 and March 31, 2003, investments in
               contracts, net of allowance for contract losses, were $1,224,199
               and $1,281,376, respectively. Management reviews each case prior
               to making an advance.

               The Company does not record fee income until the case is settled
               or adjudicated. Based on historical data, at March 31, 2003, the
               Company estimates that unrecorded fee income on outstanding
               investments in contracts approximated $1,351,000 at September 30,
               2002 and $1,507,000 at March 31, 2003. However, no assurance can
               be given that these amounts will be eventually realized. This
               estimate is based on historical performance and includes a
               provision for settlements at amounts less than contracted fees.

                                       7



<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2002 AND 2003

               A summary of the activity in investments in contracts (excluding
               the allowance for contract losses) is as follows:

                                                   Three Months     Six Months
                                                     Ended             Ended
                                                 March 31, 2003   March 31, 2003
                                                 --------------   --------------

                            Beginning Balance    $   1,711,930    $   1,453,101

                            Advances                   573,708        1,225,708

                            Collections               (678,784)      (1,061,215)

                            Write-offs                 (72,326)         (83,066)
                                                 --------------   --------------
                            Ending Balance       $   1,534,528    $   1,534,528
                                                 ==============   ==============

NOTE 3:  DEBT

               In December 2002, the Company entered into a $2,000,000 note
               payable agreement. The note is uncollateralized, has a four year
               term with principal due at the end of the term, bears interest at
               12 percent per annum payable monthly, and includes warrants to
               purchase 2,000,000 shares of the common stock of the Company at
               $.50 per share and warrants to purchase 1,000,000 shares of the
               common stock of the Company at $.80 per share that expire in four
               years. The Company is obligated to register the common shares
               underlying these warrants for resale.

               On December 5, 2002, the Company received $50,000 from the
               issuance of a 9.85%, three year convertible subordinated
               promissory note, pursuant to a private placement dated September
               20, 2002 of up to $2.0 million notes. The promissory note is
               convertible into common stock of the Company at the election of
               the note holder at the conversion price of $1.00 per share. In
               addition, each $25,000 note payable includes warrants to purchase
               12,500 shares of common stock of the Company at $0.60 per share
               that expire in three years.

               Effective January 1, 2003, two accredited investors converted
               their investment in the Company by exchanging three year, 9.85%
               per annum promissory notes for four year, 12% per annum
               promissory notes issued by the Company. The principal amount of
               the promissory notes was $200,000. As part of the conversion, the
               Company cancelled three year warrants to purchase 100,000 shares
               of common stock at $0.65 per share, and issued four year warrants
               to purchase: (i) 200,000 shares of common stock at an exercise
               price of $0.50 and (ii) 100,000 shares of common stock at an
               exercise price of $0.80 to the two investors. The Company also
               agreed to register the common stock underlying the warrants in a
               registration statement filed under the Securities Act of 1933, as
               amended. The Company did not pay any commission or remuneration
               to any person in connection with the exchange.

               At March 31, 2003, related party debt consists of $700,000
               unsecured promissory notes to stockholders bearing interest at
               eight percent, $600,000 of which is due in 2004 and $100,000 in

                                       8



<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2002 AND 2003

               2005, and $170,000 of non-interest bearing third party
               participations in investments in contracts. Third party
               investment participations are collateralized by specifically
               identified investments in contracts and are repayable only upon
               successful resolution and collection of the underlying case,
               along with fees equal to 75% of the amount earned. During the six
               months ended March 31, 2003, related parties advanced $563,500 to
               the Company for investment participations, and the Company
               returned $624,000 in principal and $158,159 in fees to related
               parties upon successful case resolutions. Contract fees are
               presented net of amounts paid to third party participants.

NOTE 4:  CONTINGENCY

               The Company is a "nominal" defendant in a shareholders'
               derivative action entitled Donner Management Company, a Nevada
               Corporation; Charles Greer, an individual; and Norman Schwartz,
               an individual; Plaintiffs v. Asia Web Holdings, Inc., a
               California corporation, Nominal Defendant; Michael Schaffer, a
               former officer of Asia Web, and other unnamed defendants. The
               Plaintiffs, as shareholders of Asia Web and the Company, have
               sued the individual defendants alleging that they converted to
               personal use certain corporate assets and are seeking to have the
               individual Defendants return the assets to the Company. The
               Company is only a "nominal" defendant and no relief is being
               sought against the Company in this action. Notwithstanding its
               position as a nominal defendant, the Company may, in the event
               the defendant ultimately prevails in such litigation, be required
               to reimburse the defendant Michael Schaffer for some or all of
               the legal costs incurred by him in defending the action as a
               former officer of Asia Web. The amount of such cost
               reimbursement, if required, could exceed $100,000.

                                       9



<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion and analysis of the Company's financial
condition and results of operations should be read in conjunction with the
Company's financial statements and the related notes thereto appearing elsewhere
herein.

FORWARD LOOKING STATEMENTS

         The following "Management's Discussion and Analysis or Plan of
Operation" includes "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Act"). The Act provides a
"safe harbor" for forward-looking statements to encourage companies to provide
prospective information about themselves so long as they identify these
statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact made
in this Form 10-QSB are forward-looking and are made pursuant to the Act. In
particular, any statements made in this Form 10-QSB regarding industry prospects
or the Company's future results of operations or financial position are
forward-looking statements. Forward-looking statements reflect the Company's
current expectations and are inherently uncertain. The forward-looking
statements contained herein are subject to a variety of risks and uncertainties,
including those discussed below under the heading "Factors That May Affect
Future Results" and elsewhere in this Quarterly Report on Form 10-QSB, that
could cause actual results to differ materially from those anticipated by the
Company's management. The Company's actual results may differ significantly from
the Company's expectations.

OVERVIEW

         Case Financial, Inc. was incorporated in the State of California in
1998 and took over the net assets, primarily cash, of Asia Web Holdings, Inc.
("Asia Web") by way of a reverse acquisition completed on May 24, 2002. Case
Financial Inc. and Subsidiaries ("Case" or the "Company") provide litigation
funding services to attorneys and plaintiffs involved in personal injury and
other lawsuits. The Company performs an internal underwriting as to the merits
of each case, the likelihood of success, and the estimated settlement value. The
Company's investment decision and the pricing of its fees are based on this risk
analysis and its estimate of settlement timing. The investments are made in the
form of non-recourse cash advances where the investment and fees are
collateralized by the proceeds of each legal settlement and are repaid when a
case is settled or favorably adjudicated in court. These non-recourse advances
are classified as `investments in contracts" to reflect their nature as
risk-based investments where the return of principal and fees are subject to the
uncertainty of future events in the prosecution of the litigation.

         Beginning in 2003 Case offered payment assumption guaranties to its
client plaintiff law firms, as an alternative to traditional cash advances
(referred to herein as the "Litigation Expense Guaranty" or L.E.G.s(TM)
Program). Under the L.E.G.s Program Case guaranties the fee of the expert
witnesses and other legal service providers regardless of the outcome, with
payment due upon case resolution. Like the traditional cash advances, these
payment assumption guaranties are non-recourse to the law firm. While management
believes that a majority of the Company's revenues in the near future will
continue to be derived from traditional cash advances, management intends to
focus most of its marketing on the L.E.G.s Program. In April 2003, Case Capital
Corporation became a licensed California Finance Lender. As a result, the
L.E.G.s Program will be offered exclusively through Case Capital Corporation.

                                       10



<PAGE>

         Through May 24 2002, the combined financial statements include the
accounts of Case Financial, Inc., its wholly owned subsidiary, Case Financial
Funding, Inc., and Case Financial LLC, a company related through common
ownership ("Old Case"). Prior to the merger, Case Financial, Inc. is referred to
as "Old CFI". The accompanying financial statements also include the accounts of
Case Financial Inc. and its wholly owned subsidiaries Case Financial, LLC and
Case Capital Corporation subsequent to the merger (May 24, 2002) through March
31, 2003. All significant intercompany accounts, transactions and profits have
been eliminated upon consolidation and combination.

         Reverse Acquisition
         -------------------

         On March 12, 2002, Old CFI entered into an Asset Purchase Agreement
("Agreement") whereby Old CFI agreed to sell certain assets, including its
business operations, to Asia Web for 3,100,000 shares of Asia Web's common
stock. In addition, Asia Web agreed to purchase up to $2,500,000 of promissory
notes owned by note holders of Old CFI in exchange for 5,000,000 shares of Asia
Web common stock valued at $0.50 per share for the 60 days following closing of
the transaction. As of the closing date, Asia Web and these note holders
exchanged 1,750,700 shares of Asia Web common stock for notes receivable from
Old CFI in the amount of $835,000 plus accrued interest of $40,350. These notes
are unsecured, due on demand, accrue interest at 12 to 18 percent per annum, and
are subordinate to $2,536,000 in secured indebtedness of Old Case. In addition,
Asia Web purchased 100% of the members' interest in Case Financial, LLC for
150,000 common shares valued at $67,500 and $700,000 in 8% subordinated
promissory notes. The transaction was completed on May 24, 2002 at which time
the Company acquired approximately $1,400,000 cash from Asia Web, and assumed
liabilities in excess of other assets received of approximately $109,000. At
closing, Old CFI retained its investments in contracts of $1,889,000 along with
$4,890,000 related indebtedness and other liabilities. In addition, Old CFI
entered into a service agreement with the Company to manage its portfolios for a
fee equal to 15% of gross amounts collected on its behalf. At the closing,
shareholders and note holders of Old Case owned approximately 44% of the then
outstanding common stock of the Company.

RESULTS OF OPERATIONS

Results of Operations for the three and six months ended March 31, 2003 compared
--------------------------------------------------------------------------------
with the three and six months ended March 31, 2002
--------------------------------------------------

         Revenues:
         ---------

         Revenues consist primarily of fees earned on investments in contracts,
which are recognized upon receipt when the case is settled or favorably
adjudicated. Consequently, contract fee revenue is a function of the size and
maturity of the investment portfolio. In addition, subsequent to the reverse
acquisition, the Company manages the investments in contract portfolios of
affiliates and earns a 15% service fee based upon the gross amount collected on
behalf of such affiliates when the underlying case is settled or favorably
adjudicated, and the payment has been received.

         Total Revenue

         Total revenues consisting of contract fees and service fees aggregated
$140,224 in the three months ended March 31, 2003 compared with total revenues
of $159,630 for the three months ended March 31, 2002, a decrease of $19,406.

                                       11



<PAGE>

         Total revenues consisting of contract fees and service fees aggregated
$279,628 in the six months ended March 31, 2003 compared with total revenues of
$470,971 for the six months ended March 31, 2002, a decrease of $191,343.

         Contract Fees

         Contract fee revenues were $117,415 in the three months ended March 31,
2003 compared with $159,630 for the three months ended March 31, 2002, a
decrease of $42,215.

         Contract fee revenues were $234,403 in the six months ended March 31,
2003 compared with $470,971 for the six months ended March 31, 2002, a decrease
of $236,568.

         Contract fee revenue is directly related to the principal amount of
successful case resolutions as well as the length of time the related investment
in contract has been outstanding. The decrease in contract fee revenue for the
three months and six months ended March 31, 2003 is primarily attributable to
the retention by Old Case of $1,888,644 of mature investments in contracts not
acquired in the reverse acquisition. In addition, for the three months ended
March 31, 2003, the majority of the cases resolved were attributable to third
party investment participations in which the Company originates and services the
investment in contract on behalf of the investor, receiving a fee equal to
twenty-five percent (25%) of the income generated upon successful resolution.
Lastly, the Company made the majority of its new advances subsequent to May 24,
2002 with capital provided by the reverse acquisition, which is not expected to
generate contract fee revenue until the underlying cases resolve in future
periods. At March 31, 2003, the Company estimates that unrecorded fee income on
outstanding investments in contracts (i.e. open cases not yet resolved)
approximated $1,507,000, which the Company expects will resolve within the next
three to fifteen months. This estimate is based on historical performance and
includes a provision for losses and settlements at amounts less than contracted
fees.

         Service Fees

         Service fee revenues were $22,809 and $45,225 in the three and six
months ended March 31, 2003, respectively. There was no comparable revenue for
the three and six months ended March 31, 2002. Service fees are based upon
collections from the portfolios under management.

         Operating Costs and Expenses:
         -----------------------------

         Operating costs and expenses consist of provision for losses on
investments in contracts, general and administrative expenses, sales and
marketing expenses.

         Provision for Losses on Investments in Contracts

         Fee income is recognized when a case is settled or favorably
adjudicated. An investment in a contract is deemed fully or partially
uncollectible when the case is dismissed or settled for an amount less than the
Company's investment. The Company has established an allowance for investments
in contracts that may become uncollectible. The allowance for contract
investment losses is maintained at a level, which in management's judgment, is
adequate to absorb losses in the contract investment portfolio. The amount of
the allowance is based on a loss rate which exceeds the amount actually
experienced on resolved cases.

                                       12



<PAGE>

         The provision for losses on investments in contracts was $90,791 for
the three months ended March 31, 2003 as compared with $70,257 for the three
months ended March 31, 2002, an increase of $20,534.

         The provision for losses on investments in contracts was $107,316 for
the six months ended March 31, 2003 as compared with $97,320 for the six months
ended March 31, 2002. Accordingly, the provision for losses on investments in
contracts increased by $9,996 for the six months ended March 31, 2003 as
compared with the six months ended March 31, 2002. The provision for losses on
investments in contracts is directly related to the level of the investments in
contracts outstanding.

         General and Administrative

         General and administrative expenses increased 247% or $351,105 to
$493,188 for the three months ended March 31, 2003 compared with $142,083 for
the three months ended March 31, 2002, and increased $569,080 to $977,109 for
the six months ended March 31, 2003 as compared with $408,029 for the six months
ended March 31, 2002.

         The increase in general and administrative costs and expenses for the
three and six months ended March 31, 2003 as compared with the three and six
months ended March 31, 2002 is primarily attributable to expenses for accounting
services, auditing and legal costs in connection with the annual audit and
10K-SB filing for the new fiscal year end of September 30, 2002, and legal fees
and costs in connection with the development of the new Litigation Expense
Guaranty (L.E.G.s(TM)) Program, as well as formation and qualification of Case
Capital Corporation as a registered California Finance Lender..

         Sales and Marketing

         Sales and marketing expenses were $136,652 for the three months ended
March 31, 2003 as compared with $72,132 for the three months March 31, 2002, an
increase of $64,520. Sales and marketing expenses were $280,424 for the six
months ended March 31, 2003 as compared with $150,802 for the six months March
31, 2002, an increase of $129,622. The increase results primarily from of an
increase in focus of the Company on its sales and marketing processes,
attendance at trade shows and conventions, and expanded development of its
product offerings, including launch of the Company's new L.E.G.s Program.

Other Income (Expense):
-----------------------

         Interest Income

         In each three and six month period of 2002 and 2003, interest income is
derived principally from interest earned on bank deposits. Cash in banks
increased during the period as a result of the reverse acquisition and new debt
financings.

Interest Expense

         Interest expense was $103,931 for the three months ended March 31,
2003, as compared with $178,971 during the three months ended March 31, 2002, a
decrease of $75,040.

                                       13



<PAGE>

         Interest expense was $157,229 for the six months ended March 31, 2003,
as compared with $504,581 during the six months ended March 31, 2002, a decrease
of $347,352.

         The decrease in interest expense for the three and six months ended
March 31, 2003 compared with the three and six months ended March 31, 2002
results primarily from the retention by Old Case of $4,352,700 of high interest
rate debt, replaced with the issuance of $700,000, 8% promissory notes occurring
in connection with the reverse acquisition. This reduction was partly offset by
interest payable at 12% on $2,200,000 of debt secured in late 2002.

Liquidity and Capital Resources:
--------------------------------

         The Company's balance sheet at March 31, 2003 reflects cash and
investments of $731,455, an increase of $572,246 during the six months then
ended September 30, 2002. Net cash used in operating activities was $1,249,191
for the six months ended March 31, 2003 and $180,012 for the six months ended
March 31, 2002.

         The Company completed the reverse acquisition on May 24, 2002 which
provided approximately $1,400,000 in new capital. In connection with that
transaction, the Company also reduced its then outstanding debt from $4,200,000
at 15-18% to $700,000 at 8%. At March 31, 2003 the Company had $3,135,980 of
long term 8%-12% debt, an increase of $2,435,980 from March 31, 2002.

         The Company made contract advances for the three months ended March 31,
2003 of $573,708, an increase of $185,870 compared with $387,838 for the three
months ended March 31, 2002. In addition, the Company collected $678,784 on
resolved cases for the three months ended March 31, 2003, an increase of
$505,929, compared with $172,855 for the three months ended March 31, 2002.

         The Company made contract advances of $1,225,708 for the six months
ended March 31, 2003, a decrease of $1,262,946, compared with $2,488,654 for the
six months ended March 31, 2002. In addition, the Company collected $1,061,215
on resolved cases for the six months ended March 31, 2003, a decrease of
$464,298 compared with $1,525,513 for the six months ended March 31, 2002.

         The decrease in advances made during the six months ended March 31,
2003 compared with the six months ended March 31, 2002 was primarily the result
of having less capital available to make new advances during the current period,
until receipt of the $2.0 million debt financing in December 2002. In addition,
case resolutions typically average 9-15 months from date of advance and the
majority of the 2002 advances were made subsequent to the reverse acquisition in
May, 2002,. As a result, the case resolutions and resultant revenue were not
expected to be significant in the current three and six months ended March 31,
2003.

         On December 5, 2002, the Company received $50,000 from the issuance of
a 9.85%, three-year convertible subordinated promissory note, pursuant to a
private placement dated September 20, 2002 of up to $2.0 million notes. The
promissory note is convertible into common stock of the Company at the election
of the note holder at the conversion price of $1.00 per share. In addition, each
$25,000 note payable includes warrants to purchase 12,500 shares of common stock
of the Company at $0.60 per share that expire in three years.

         On December 12, 2002, the Company closed a $2.0 million long-term debt
financing with an institutional investor. The terms of the promissory note call
for interest at 12% per annum payable monthly beginning April 1, 2003, with
principal due at maturity on December 12, 2006. In addition, the note includes
warrants to purchase 2,000,000 shares of the common stock of the Company at
$0.50 per share and warrants to purchase 1,000,000 shares of the common stock of
the Company at $0.80 per share that expire in four years. The Company also

                                       14



<PAGE>

agreed to register the common stock underlying the warrants in a registration
statement filed under the Securities Act of 1933, as amended (the "Act").

         Effective January 1, 2003, two accredited investors converted their
investment in the Company by exchanging three-year, 9.85% per annum promissory
notes for four-year, 12% per annum promissory notes issued by the Company. The
principal amount of the promissory notes was $200,000. As part of the
conversion, the Company cancelled three-year warrants to purchase 100,000 shares
of common stock at $0.65 per share, and issued four-year warrants to purchase:
(i) 200,000 shares of common stock at an exercise price of $0.50 and (ii)
100,000 shares of common stock at an exercise price of $0.80 to the two
investors. The Company also agreed to register the common stock underlying the
warrants in a registration statement filed under the Act.

         During the six months ended March 31, 2003, the Company increased its
obligation under 3rd party investments by $115,500.

         The Company does not have any material capital expenditure commitments
as of March 31, 2003.

         The current cash balance and short-term investments should, when
combined with the anticipated contract fee income on the Company's portfolio of
investments, and anticipated service fee income from the management of the Old
Case portfolios, be sufficient to finance the Company's operations for at least
the next 12 months.

         The Company is actively pursuing additional institutional investments
and joint investment participations.

                                       15



<PAGE>

FACTORS THAT MAY AFFECT FUTURE RESULTS

THE COMPANY'S CASH FLOW IS DEPENDANT ON A LENGTHY COLLECTION CYCLE AND FACTORS
BEYOND ITS CONTROL THAT MAY REQUIRE THE COMPANY TO OBTAIN INTERIM FINANCING

         The Company must wait for a long period of time to collect money from
judgment recoveries after it advances money. Based on the Company's experience,
claims take an average of 15 months to resolve. The Company has been making
efforts to reduce that time and believes that it has been successful in such
efforts. However, once the Company advances the money, the collection cycle is
out of the Company's control. Accordingly, the Company must use other funds to
pay for its overhead expenses. Should recoveries take longer than the Company
planned, the Company may have to seek interim financing to meet its expenses.
There can be no assurance that in such an event the Company could find such
financing or that, if it could, the financing would be available on satisfactory
terms.

THE COMPANY'S RESULTS MAY BE VOLATILE DUE TO THE UNCERTAINTY OF LITIGATION
OUTCOMES

         The Company's business is dependent on litigation outcomes and the
judgments rendered in connection with such outcomes and settlements of claims.
Settlements are in turn dependent upon perceived probabilities of litigation
outcomes and the attending judgments. However, litigation entails greater or
lesser degrees of uncertainty. Such uncertainties include uncertainty as to the
assessment of the credibility of witnesses, the trier of fact's perception of
counsel, the assessment of fault, the legal nature of the claim and the amount
of damages. Although the Company seeks to weigh such uncertainties when it makes
the underwriting decision, there can be no assurance that the outcome of any
given litigated claim will be as predicted whether or not the probabilities were
correctly assessed. The vagaries of litigation may result in judgments against
the Company's interests, settlements for lower amounts than predicted, or
failures to reach settlements. Although the Company maintains reserves for
contract losses which management believes are adequate, such outcomes would have
a negative impact on the Company's business, prospects and results of
operations.

THE COMPANY HAS A LIMITED OPERATING HISTORY AND LACK OF PROFITABILITY

         The Company was formed in 1998 and, therefore, has a limited operating
history. In addition, the Company has incurred operating losses in every quarter
since inception. The Company is subject to the risks and uncertainties usually
encountered by early-stage companies. These risks include risks that the Company
cannot attract, train or integrate into the business organization qualified
personnel, risks that fluctuations in operating results will be significant as
the Company develops and tests business practices, and risks that the Company
will fail to properly manage growth and expansion, if and when it occurs.

THE COMPANY'S INABILITY TO COLLECT UPON JUDGMENT, ON A TIMELY BASIS OR AT ALL,
WILL HAVE A NEGATIVE IMPACT ON ITS BUSINESS

         The Company may not be able to collect upon the judgment recovery when
and if it is paid to the plaintiff, or the Company may not be able to collect
without bringing a legal action against the former plaintiff. Either event, the
failure to collect or the necessity of legal action to collect can have an
adverse impact on the Company's business, prospects and results of operations.

                                       16



<PAGE>

THE COMPANY'S ABILITY TO EXPAND IS LIMITED BY JURISDICTIONAL LIMITATIONS

         Not all states allow advances to attorneys and plaintiffs. Some
jurisdictions do not allow maintaining, supporting, promoting or assisting
another person, with money or otherwise, to prosecute a lawsuit. The practice is
referred to as "maintenance." Similarly, the bargain between a stranger and a
party to a lawsuit by which the stranger pursues the party's claim in
consideration of receiving part of any judgment proceeds may be a form of
"maintenance" and may not be permitted in some jurisdictions. The Company's
ability to grow and expand the Company's business outside of California may be
limited to specific jurisdictions. The Company's inability to expand beyond such
jurisdictions may negatively impact its business, prospects and results of
operations.

COURTS MAY DEEM THE COMPANY'S ADVANCES PRIOR TO APRIL 2003 TO BE LOANS RESULTING
IN REDUCED OPERATING REVENUES

         Prior to April 2003, the Company made advances to plaintiffs but was
not a licensed lender. While the Company believes that it was not subject to
various laws and regulations that constrain lending activities with respect to
its activities prior to April 2003, there can be no assurance that a court in
any jurisdiction in which the Company pursued its business would not examine the
Company's activities and come to the conclusion that the Company was in fact
lending money to plaintiffs. If a court determines that the Company's activities
constituted lending in violation of local law, the Company's agreements would be
voidable, and the Company could be subjected to fines and other sanctions. Such
a conclusion would negatively impact the Company's business, financial condition
or results of operations.

THE COMPANY HAS LIMITED UNDERWRITING EXPERIENCE AND INFORMATION ON WHICH TO BASE
ITS OPERATIONS FACTORS THAT MAY MAKE IT MORE DIFFICULT TO EVALUATE THE COMPANY'S
BUSINESS AND RESULTS

         The Company has only four years of precedents upon which to base its
operations. The Company also has only four years of experience underwriting
risks. While the Company believes that the time spent in the past four years
refining its underwriting procedures allows it to evaluate the plaintiffs and
cases to whom it advances money, there is no extensive history in underwriting
upon which the Company or investors may rely. Although the Company makes
comparisons to other claims and is compiling a database to assist the Company's
underwriting procedures, the Company does not have an extensive database upon
which it can make the Company's underwriting decisions. Underwriting decisions
made on incomplete or inaccurately assessed information may lead to lower rates
of claims recovery and may have an adverse impact on the Company's business and
results of the Company's operations.

IN ORDER TO SUCCEED THE COMPANY MUST EDUCATE CUSTOMERS ABOUT ITS SERVICES

         The Company only has a four-year history of operations upon which it
can rely with regard to both the nature of the service it provides and its
ability to provide that service. Through the Company's sales efforts the Company
must educate its consumer base with regard to its business. Unlike other
financial services, the Company's services are not well known in the general
population. Therefore, the Company cannot give any assurances that it will be
successful in educating potential consumers about its services and especially
educating consumers about its services in a manner that will be attractive to
consumers. A failure to so educate consumers may hamper the Company's sales
efforts and have an adverse impact on the Company's business, prospects and
results of operations.

                                       17



<PAGE>

TORT REFORM IN THE FORM OF LEGISLATED RESTRICTIONS ON PLAINTIFF'S ABILITY TO SUE
WOULD NEGATIVELY AFFECT THE COMPANY'S BUSINESS

         In addition to the uncertainties inherent in litigation, tort reform
may negatively impact the Company's business. The legislatures in any of the
jurisdictions where the Company operates may pass legislation that restricts a
plaintiff's ability to sue. Such restrictions may be in the form of altering or
eliminating claims that may be heard in court or changing statutes of limitation
or the periods of time plaintiffs have to make a claim. These or other
restrictions on the right to sue may limit the market for the Company's services
and negatively impact the Company's business, prospects and results of
operations. Legislatures could also limit the amounts that could be recovered
for specific claims. Such limitations, if enacted, could negatively impact the
Company's business, prospects and results of operations.

THE COMPANY'S NEED FOR INFORMATION ABOUT A CASE MAY HAVE A NEGATIVE IMPACT ON
ITS OUTCOME

         The Company's need for information about a case may result in an
adverse outcome of the case. In general, communications between a client and the
client's attorney are privileged. However, the Company requires information to
assess the case. While in the course of obtaining the information the Company
requires, the Company strives to keep such communications privileged and
confidential, a court may determine that such communications with the Company
are not privileged. If the privileged information given to the Company may be
discovered by the defendant such information may be used against the client.
Either situation, the inability to obtain privileged information the Company
needs to assess the case, or making privileged information discoverable to the
defendants, increases the likelihood of outcomes which would be adverse to the
Company's business, prospects and results of operations.

A SIGNIFICANT PORTION OF THE COMPANY'S STOCKHOLDERS' EQUITY IS REPRESENTED BY
NOTES RECEIVABLE FROM AN AFFILIATE THAT IS IN TURN LINKED TO THE PRICE OF THE
COMPANY'S COMMON STOCK AND THE AFFILIATE'S ABILITY TO COLLECT ON CERTAIN
INVESTMENTS

         Notes receivable from an affiliate, and the accrued interest on such
notes, in the amount of $737,632 are a significant element of the stockholders'
equity on the Company's balance sheet as of March 31, 2003. The ability of the
affiliate to pay these notes and interest is dependent, in part, on the
collection of the principal and contract fee income from the investments in
contracts that were retained and the amount realizable on the Company's common
stock that was received by the affiliate in the reverse acquisition.
Accordingly, any adverse change in either the affiliate's ability to collect on
such investments in contracts or the value of the Company's stock will have a
negative impact the on the Company's business, prospects and results of
operation.

THE COMPANY'S BUSINESS MAY BE COPIED BY COMPETITORS AS THERE ARE FEW IF ANY
BARRIERS TO COMPETITION

         Other than an expertise in assessing underwriting risks and the
Company's database, the Company's business is not dependent upon proprietary
information. Accordingly, there are no substantial barriers to potential
competitors. The Company may not be able to compete successfully against current
or future competitors. In addition, competition may drive down the return on the
Company's advances. Given the risks inherent in the Company's business, a
reduction in the rate of the Company's return may impact the viability of the
Company's business model. There is no assurance that the Company may be able to
compete successfully against others who offer similar services or that such
competition may not reduce the rate of return the Company receives for its
advances.

                                       18



<PAGE>

THE COMPANY'S BUSINESS IS DEPENDENT ON KEY PERSONNEL

         The Company's future performance depends on the service of key
personnel such as Eric Alden, Chief Executive Officer, Lorne Pollock, Vice
President Underwriting, and Gary Primes, Vice President of Operations and Chief
Information Officer and the Company's ability to attract, train, and retain
additional underwriting, technical, marketing, customer support, and management
personnel. The loss of one or more key employees could negatively impact the
Company. There can be no assurance that the Company will retain key employees,
or attract and retain other needed personnel.

EXERCISE OF OPTIONS AND WARRANTS WILL DILUTE EXISTING STOCKHOLDERS AND COULD
DECREASE THE MARKET PRICE OF THE COMPANY'S COMMON STOCK.

         As of May 9, 2003, the Company had issued and outstanding 15,561,108
shares of common stock, outstanding options to purchase 2,100,000 additional
shares of common stock, and warrants to purchase 5,475,000 additional shares of
common stock. The existence of such options and warrants may adversely affect
the market price of the Company's common stock and the terms under which the
Company obtains additional equity capital.

COMPANY COMMON STOCK IS LISTED ON THE OVER-THE-COUNTER (OTC) BULLETIN BOARD,
WHICH MAY MAKE IT MORE DIFFICULT FOR STOCKHOLDERS TO SELL THEIR SHARES AND MAY
CAUSE THE MARKET PRICE OF COMPANY COMMON STOCK TO DECREASE.

         Because the Company's common stock is listed on the OTC Bulletin Board,
the liquidity of the common stock is impaired, not only in the number of shares
that are bought and sold, but also through delays in the timing of transactions,
and limited coverage by security analysts and the news media, if any, of the
Company. As a result, prices for shares of the Company's common stock may be
lower than might otherwise prevail if the Company's common stock was traded on
NASDAQ or a national securities exchange, like the American Stock Exchange.

THE COMPANY'S STOCK PRICE MAY BE VOLATILE AND AN INVESTMENT IN SUCH COMMON STOCK
COULD SUFFER A DECLINE IN VALUE.

         The market price of the Company's common stock may fluctuate
significantly in response to a number of factors, some of which are beyond the
Company's control. These factors include:

    o    government regulatory action affecting the Company's services or
         competitors' services;
    o    actual or anticipated fluctuations in operating results;
    o    the loss of key management or other personnel;
    o    the loss of major customers;
    o    the outcome of any future litigation;
    o    broad market fluctuations; and
    o    economic conditions in the United States or abroad.

THE COMPANY'S CHARTER DOCUMENTS AND DELAWARE LAW MAY HAVE THE EFFECT OF MAKING
IT MORE EXPENSIVE OR MORE DIFFICULT FOR A THIRD PARTY TO ACQUIRE, OR TO ACQUIRE
CONTROL, OF THE COMPANY.

         The Company's certificate of incorporation makes it possible for the
Company's Board of Directors to issue preferred stock with voting or other
rights that could impede the success of any attempt to change control of the

                                       19



<PAGE>

Company. Delaware Law prohibits a publicly held Delaware corporation from
engaging in certain business combinations with certain persons, who acquire the
Company's securities with the intent of engaging in a business combination,
unless the proposed transaction is approved in a prescribed manner. This
provision has the effect of discouraging transactions not approved by the
Company's Board of Directors as required by the statute which may discourage
third parties from attempting to acquire or to acquire control of the Company
even if the attempt would result in a premium over market price for the shares
of common stock held by the Company's stockholders.

ITEM 3.  CONTROLS AND PROCEDURES

         The Company's management, including the principal executive officer and
principal financial officer, conducted an evaluation of the Company's disclosure
controls and procedures, as such term is defined under Rule 13a-14(c)
promulgated under the Securities Exchange Act of 1934, as amended, within 90
days of the filing date of this report. Based on their evaluation, the Company's
principal executive officer and principal accounting officer concluded that the
Company's disclosure controls and procedures are effective.

         There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in the Company's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation referenced in paragraph above.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Asia Web and some of its former officers and directors filed a
complaint in the Superior Court of the County of San Diego on January 16, 2002
against a law firm and several individuals. The law firm provided legal services
to Asia Web. The complaint sought damages of up to $1 million for legal
malpractice committed by the defendants. Current management intends to continue
the lawsuit on behalf of the Company. The Company settled the lawsuit in April
2003 and expects to receive approximately $200,000 after attorney's fees, costs
and consulting fees are paid.

         The Company is a "nominal" defendant in a shareholders' derivative
action entitled Donner Management Company, a Nevada Corporation; Charles Greer,
an individual; and Norman Schwartz, an individual; Plaintiffs v. Asia Web
Holdings, Inc., a California corporation, Nominal Defendant; Michael Schaffer, a
former officer of Asia Web, and other unnamed defendants. The Plaintiffs, as
shareholders of Asia Web and the Company, have sued the individual defendants
alleging that they converted to personal use certain corporate assets and are
seeking to have the individual Defendants return the assets to the Company. The
Company is only a "nominal" defendant and no relief is being sought against the
Company in this action. Notwithstanding its position as a nominal defendant, the
Company may, in the event the defendant ultimately prevails in such litigation,
be required to reimburse the defendant Michael Schaffer for some or all of the
legal costs incurred by him in defending the action as a former officer of Asia
Web. The amount of such cost reimbursement, if required, could exceed $100,000.

                                       20



<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

         99.1     Certification Pursuant To 18 U.S.C. Section 1350 As Adopted
                  Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

(b)      REPORTS ON FORM 8-K

         None.

                                       21



<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

CASE FINANCIAL, INC.

By:      /s/ Eric A. Alden
         -----------------------------
         Eric A. Alden
         Chief Executive Officer
         (Principal Executive Officer)

Date: May 14, 2003

By:      /s/ Steven Gershick
         -----------------------------
         Steven Gershick
         Acting Chief Financial Officer
         (Principal Accounting Officer)

Date: May 14, 2003

                                       22



<PAGE>

CERTIFICATIONS

I, Eric A. Alden, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Case Financial, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 14, 2003

/s/ Eric A. Alden
-------------------------------------
President and Chief Executive Officer

                                       23



<PAGE>

I, Steven D. Gershick, certify that:

1. I have reviewed this report on Form 10-QSB of Case Financial, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 14, 2003

/s/ Steven D. Gershick
-------------------------------------
Acting Chief Financial Officer

                                       24