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 December 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)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes__X__ No___


As of February 1, 2004 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     12

Item 3.        CONTROLS AND PROCEDURES                                       24


                           PART II - OTHER INFORMATION


Item 1.        LEGAL PROCEEDINGS                                             24

Item 5.        OTHER INFORMATION                                             25

Item 6.        EXHIBITS, REPORTS ON FORM 8-K                                 25

SIGNATURES                                                                   25



<PAGE>


Item 1.           Financial statements

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                    September 30, 2003 and December 31, 2003

<TABLE>
<CAPTION>

                                                                           September 30,     December 31,
                                                                                2003             2003
                                                                           --------------    -------------
                                                                                              (unaudited)
                             ASSETS
<S>                                                                        <C>               <C>
Cash                                                                       $     192,651     $      29,064
Investments in contracts, net of allowance for contract losses of
     $258,289 at September 30, 2003 and $246,768 at December 31,
     2003                                                                      2,265,112         2,417,779
Loans receivable                                                                 788,000           832,500
Prepayments and other assets                                                     317,571           295,172
Receivables and other assets, related parties, net of impairment
     allowance of $131,431 at September 30, 2003 and $122,520
     at December 31, 2003                                                        126,393           107,998
Equipment, at cost, net of accumulated depreciation of $137,868
     at September 30, 2003 and $149,856 at December 31, 2003                      58,914            46,926
Notes receivable from affiliate, net of impairment of $810,000                    23,209            23,209
                                                                           --------------    --------------
           Total Assets                                                    $   3,771,850     $   3,752,648
                                                                           ==============    ==============


                LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses                                      $     474,434     $     543,152
Loans payable - related parties                                                1,293,438         1,329,000
Loans payable                                                                  3,966,080         4,172,151
                                                                           --------------    --------------
           Total Liabilities                                                   5,733,952         6,044,303
                                                                           --------------    --------------

Commitments and Contingencies

Stockholders' (Deficiency)
     Common stock, par value $0.001 per share,
       100,000,000 shares authorized,
       15,561,108 shares issued and outstanding
       at September 30, 2003 and December 31, 2003                                15,561            15,561
     Paid-in-capital                                                           7,888,057         7,929,550
     Accumulated deficit                                                      (9,865,720)      (10,236,766)
                                                                           --------------    -------------
           Total Stockholders' (Deficiency)                                   (1,962,102)       (2,291,655)
                                                                           --------------    --------------
           Total Liabilities and Stockholders' (Deficiency)                $   3,771,850     $   3,752,648
                                                                           ==============    ==============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        3
<PAGE>


                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
              For the three months ended December 31, 2002 and 2003
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                            Three Months     Three Months
                                                                                ended            ended
                                                                            December 31,      December 31,
                                                                                 2002            2003
                                                                           --------------    --------------
Revenue
<S>                                                                        <C>               <C>
     Contract and loan fees                                                $     116,988     $     153,826
     Service fees                                                                 22,416            11,845
                                                                           --------------    --------------

         Total Revenue                                                           139,404           165,671
                                                                           --------------    --------------

Operating Expenses
     Provision for losses on investments in contracts                             16,525            (8,791)
     Provision for impairment of notes and other receivables
         from affiliate                                                               --            (8,911)
     General and administrative                                                  483,921           360,202
     Sales and marketing                                                         143,772            84,062
                                                                           --------------    --------------

         Total Operating Expenses                                                644,218           426,562
                                                                           --------------    --------------

     Loss from Operations                                                       (504,814)         (260,891)

Other Income (Expense)
     Interest income                                                               2,576                 2
     Interest expense                                                            (53,298)         (111,157)
     Miscellaneous income                                                             --             1,000
                                                                           --------------    -------------

         Total Other Income (Expense)                                            (50,722)        (110,155)
                                                                           --------------    -------------

     Net Loss                                                              $    (555,536)    $   (371,046)
                                                                           ==============    =============

     Net loss per common share - basic and diluted                         $       (0.04)    $      (0.02)
     Weighted average number of common shares                                 15,561,108        15,561,108

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

                                        4

<PAGE>


                      CASE FINANCIAL, INC. AND SUBSIDIARIES
           Consolidated Statements of Cash Flows For the three months
                        ended December 31, 2002 and 2003
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                            Three Months      Three Months
                                                                                ended           ended
                                                                            December 31,      December 31,
                                                                                 2002            2003
                                                                           --------------    --------------
Cash Flows from Operating Activities:
<S>                                                                        <C>               <C>
Net loss                                                                   $    (555,536)    $    (371,046)
Adjustments to reconcile net loss to net cash used in
    operating activities:
        Depreciation                                                              11,149            11,988
        Amortization of debt premium                                                 ---            40,021
        Provision for losses on investments in contracts                          16,525            (8,791)
        Impairment of notes receivable of affiliate                                   --            (8,911)
        Common stock and options for compensation                                 29,479            41,493
        Warrants issued with debt                                                  1,882               ---
        Changes in operating assets and liabilities
           (Increase) decrease in prepayments and other assets                  (169,493)            9,684
           Increase (decrease) in accounts payable and other liabilities         (82,166)           68,718
                                                                           ---------------   --------------
           Net cash used in operating activities                                (748,160)         (216,844)
                                                                           ---------------   -------------

Cash Flows from Investing Activities:
     Investment in contracts - advances                                         (652,000)         (331,656)
     Investment in contracts - collections                                       382,431           187,780
     Increase in loans receivable - advances                                         ---          (369,500)
     Decrease in loans receivable - collections                                      ---           325,000
     Principal repayments on notes receivable from affiliate                         265               ---
     Purchase of equipment                                                        (1,078)              ---
                                                                           ---------------   -------------
           Net cash used in investing activities                                (270,382)         (188,376)
                                                                           ---------------   -------------

Cash Flows from Financing Activities:
     Proceeds from borrowings                                                  2,110,000           351,071
     Repayments of borrowings                                                        ---          (145,000)
     Proceeds from related party borrowings                                      463,500           376,500
     Repayments of related party borrowings                                     (270,000)         (340,938)
                                                                           ---------------   -------------
           Net cash provided by financing activities                           2,303,500           241,633
                                                                           --------------    --------------

Net Increase (Decrease) in Cash                                                1,284,958          (163,587)

Cash - Beginning of Period                                                       159,209           192,651
                                                                           --------------    --------------
Cash - End of Period                                                       $   1,444,167     $      29,064
                                                                           ==============    ==============

Supplemental Disclosures of Cash Flow Information:
     Cash paid during the three month period for
        Interest                                                           $      15,271     $      57,158
        Income taxes                                                       $       3,200     $          --

Supplemental Schedule of Non-Cash Financing Investing
and Financing Activities:
     Warrants issued with debt in December 2002                            $      88,469     $          --
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        5

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to  Consolidated  Financial  Statements  For the  three
              months ended December 31, 2002 and 2003


Note 1:  Summary of Significant Accounting Policies

         Nature of activities:

         Case Financial,  Inc. was  incorporated in 1998 and completed a reverse
         merger with Asia Web Holdings,  Inc.  ("Asia Web"),  a publicly  traded
         company  incorporated  in the State of Delaware,  on May 24, 2002. As a
         result 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
         litigation  funding  services to attorneys and  plaintiffs  involved in
         personal injury and other contingency  litigation,  conducted primarily
         within the California courts.

         The Company's  funding services include  investments in contracts which
         are  "non-recourse"  advances,  meaning that the investment  principal,
         success  fees and  interest are repaid only when the case is settled or
         favorably  adjudicated in court.  These investments are  collateralized
         solely by the proceeds of underlying  litigation.  The Company performs
         an internal  underwriting  as to the merits of each case proposed to be
         financed,  the likelihood of its 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.

         In April 2003, Case Capital  Corporation  became a licensed  California
         finance  lender  and  in  August  2003  began  making  interest-bearing
         short-term  collateralized  term loans (Short Term Loan  Program).  The
         Company  charges  loan fees in  connection  with these term  loans.  In
         addition,  interest  is  charged  on these  loans if the  loans are not
         repaid by a specified  date,  which is  generally  before the  maturity
         date. The term loans are typically  collateralized by the assets of the
         borrowers,  typically  law firms  and  attorneys,  as well as  personal
         guarantees  from  the  attorneys.  The  Company  performs  an  internal
         underwriting as to the adequacy of the collateral.

         During  2003,  Case  Capital  Corporation  began  entering  into credit
         agreements with attorneys  (L.E.G.s  Program).  The Company performs an
         internal  underwriting  of each  attorney  and  determines  the maximum
         amount of  investments  in contracts  each attorney may enter into with
         the Company.

         Operations  are  conducted  from  leased   premises  in  Sherman  Oaks,
         California.

         Basis of presentation:

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

                                        6
<PAGE>
                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
             For the three months ended December 31, 2002 and 2003

         Revenue recognition:

         Contract fee income from  investments  in contracts is recognized  upon
         receipt  of cash  after a case is  settled  or  favorably  adjudicated.
         Selling  commissions  are  expensed as  incurred.  An  investment  in a
         contract is deemed  fully or partially  uncollectible  when the case is
         dismissed,  abandoned, or settled for an amount less than the Company's
         investment.

         The Company also participates in and services  investments in contracts
         with third party investors. At times, the Company participates in these
         investments. In the case of these third party investments,  the Company
         receives a success fee equal to a  percentage  of the income  generated
         upon  successful  resolution  of the  underlying  case,  at which  time
         revenue is recorded.  These third party investments are  collateralized
         by specifically  identified  investments in contracts and are repayable
         to the investor only upon  successful  resolution and collection on the
         underlying  case,  along  with the fees  earned  less the  agreed  upon
         success fee to the Company.  Third party  investors bear financial risk
         with respect to the underlying  investment in a contract in relation to
         their  proportionate  interest  in  the  principal  advanced  for  such
         contract.  Contract  fees are  presented  net of amounts  paid to third
         party participants.

         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  on  historical  loss
         experience.

         Loan  fees  and  interest,  net  of  direct  costs,  charged  on  loans
         receivable  with terms in excess of ninety (90) days are  deferred  and
         amortized  over  the  life of the  related  loan  using  the  effective
         interest method. Loan fees on short term loans are generally recognized
         over the  term of the  loan.  Interest  on these  loans is  accrued  as
         earned.

         The Company  earns  service fees from a contract  entered into with its
         predecessor  (Old CFI) at the time of the merger.  The Company  manages
         Old CFI's  portfolios  of  investments  for a fee equal to 15% of gross
         amounts collected on its behalf.

         Stock-based compensation:

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

         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  15,561,108  for the three months ended December 31, 2003 and
         December  31,  2002.  The  weighted  average  number of  common  shares
         outstanding  does not  include  8,990,000  and  7,375,000  options  and
         warrants  outstanding  at  December  31,  2003 and  December  31,  2002
         respectively because they are antidilutive.

                                        7
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
             For the three months ended December 31, 2002 and 2003

         Customer Concentrations

         As of December 31, 2003 and December  31, 2002,  one law firm  customer
         represented  approximately 27% and 42% respectively of the portfolio of
         investments  in  contracts  and loans  receivable,  net of third  party
         participations. For the three months ended December 31, 2003, two other
         law firms  represented  approximately  39% and 17%  respectively of the
         total revenue for the period.  For the three months ended  December 31,
         2002,  one contract  involving  one case  represented  33% of the total
         revenues for the period.

Note 2:  Investments in Contracts

         Amounts  advanced  relating to the Company's  investments  in contracts
         range from 3.5% to 15% of the plaintiff's claims.

         At September 30, 2003 and December 31, 2003,  investments in contracts,
         net of allowance for contract  losses,  were $2,265,112 and $2,417,779,
         respectively. Management reviews each case prior to making an advance.

         The Company  records fee income upon  receipt of cash after the case is
         settled or adjudicated. Based on historical data, at December 31, 2003,
         the Company  estimates that  unrecorded  fee income on all  outstanding
         investments in contracts approximates $1,183,000. 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.

         A summary of the activity in  investments  in contracts  (excluding the
         allowance for contract  losses) for the three months ended December 31,
         2003 is as follows:

         Balance - October 1, 2003                   $       2,523,401

         New advances                                          331,656
         Collections                                          (187,780)
         Write-offs due to uncollectibility                     (2,730)
                                                     ------------------
         Balance - December 31, 2003                 $       2,664,547
                                                     ==================

Note 3:  Loans Receivable

         In April 2003, Case Capital  Corporation  became a licensed  California
         finance  lender  and  in  August  2003  began  making  interest-bearing
         collateralized  term loans. The Company charges loan fees in connection
         with these term loans. In addition,  interest is charged on these loans
         if the loans are not repaid by a  specified  date,  which is  generally
         before the maturity date.

         A summary of the  activity  in loans  receivable  for the three  months
         ended December 31, 2003 is as follows:

                                        8
<PAGE>
                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
             For the three months ended December 31, 2002 and 2003

         Balance - October 1, 2003                   $         788,000

         New loans                                             369,500
         Repayments                                           (325,000)
                                                     ------------------
         Balance - December 31, 2003                 $         832,500
                                                     ==================

         Included in loans  receivable  as of  December  31, 2003 is $678,000 in
         loans to a single  law firm for group of  similar  cases,  $608,000  of
         which have been funded  through  third party  investments.  These funds
         were  advanced  over a six month  period  while  the cases  were in the
         process of  settling.  The Company has received  notification  that the
         settlements  are  now   substantially   complete  on  these  cases  and
         anticipates that this loan should be repaid prior to March 31, 2004.

Note 4:  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 $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 is
         obligated to register the common shares  underlying  these warrants for
         resale. As a further condition of the transaction,  the lender required
         that it be permitted to appoint an individual to the Board of Directors
         of the Company. Effective April 2003, Bernard Christophe, an individual
         affiliated  with the payee,  was appointed to the Board of Directors in
         compliance with the foregoing (See Note 5).

         Effective  January 1, 2003, two accredited  investors  converted  their
         investment  in the  Company by  exchanging  four 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 four year
         warrants to purchase 100,000 shares of common stock at $0.60 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 for
         resale.

         During the quarter ended December 31, 2003,  the Company  increased its
         obligation  under  unrelated  3rd  party  investments  by  $183,394  as
         follows:

         Balance at October 1, 2003                  $       1,763,406

         New 3rd party advances                                328,394
         Repayments                                           (145,000)
                                                     ------------------
         Net increase                                          183,394
                                                     ------------------
         Balance at December 31, 2003                $       1,946,800
                                                     ==================


                                        9
<PAGE>
                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
             For the three months ended December 31, 2002 and 2003

         At December  31, 2003,  related  party debt  consisted  of; a) $700,000
         unsecured  promissory  notes to stockholders  bearing interest at eight
         percent, $600,000 of which is due in May 2004 and $100,000 in May 2005;
         b) $150,000 unsecured promissory demand notes to stockholders  received
         during the  quarter  ended  December  31,  2003 which bear  interest at
         twelve  percent and; c) $479,000 of  non-interest  bearing  third party
         participations  in  investments  in  contracts.  Under the terms of the
         $700,000  unsecured  promissory notes, the Company is in default due to
         its failure to make  interest  payments for the months of November 2003
         through January 2004 in the amount of $14,000.  The Company believes it
         can renegotiate the terms of these related party notes and thereby cure
         the default.  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 50%-75% of the fees received.  During the three months ended
         December 31, 2003, related parties advanced $201,500 to the Company for
         investment  participations,   and  the  Company  returned  $192,500  in
         principal and $19,813 in fees to related  parties upon  successful case
         resolutions.  Contract  fees are presented net of amounts paid to third
         party participants.

Note 5:  Contingencies

         During the three months ended  December 31, 2003,  the Company was late
         making  interest  payments  on a  $2.0  million  note  payable  on  two
         occasions  and has been late two  additional  times since  December 31,
         2003. The terms of the loan agreement allow the Company to be late five
         times before default and the note would be in default and can be called
         by the payee on the sixth late  payment.  In addition,  the Company had
         received a notice in January,  2004 to pay $2,000 in  attorney's  costs
         asserted by the payee due to the previous late payments which, pursuant
         to the terms of the note,  the Company could be held  accountable  for.
         The  Company  disputes  these  costs.  The payee has since  asserted  a
         default of the note and made a demand for acceleration of the principal
         and  interest  due as a result of the failure of the Company to pay the
         $2,000 in attorney's  fees within fifteen days after receipt of written
         notice  that such fees were due.  The Company has since paid the $2,000
         in attorney's  fees and intends to pay the  interest.  The Company also
         believes it has  grounds to defend any  lawsuit  that may be brought by
         the payee in an attempt to force acceleration of the note.

         As  a  result  of  the  asserted  default  described  in  the  previous
         paragraph,  an  affiliate of the payee of the $2.0 million note payable
         has notified the Company that it has declared a cross  default  under a
         $1.0 million  third party funding  agreement,  of which the Company has
         invested $902,151 in investments in contracts.  Although termination of
         this funding  agreement does not create any additional  obligations for
         the  Company,  further  advances  from this  funding  source may not be
         forthcoming  unless the Company is successful in defending its position
         that  there were  insufficient  grounds  for the payee to declare  such
         default.

         The Company is a nominal defendant in a shareholders' derivative action
         filed in the Superior  Court of the State of California  for the County
         of San Diego.  The  plaintiffs,  as shareholders of Asia Web before the
         merger have sued the individual  defendants,  former officers including
         Michael Schaffer,  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 a "nominal" defendant
         and no relief is being sought against the Company in this action.  As a
         result of the lawsuit, a dispute arose between the Company and a former
         officer,  Michael  Schaffer,  with respect to Mr.  Schaffer's claim for
         indemnification  for legal fees  incurred in  defending  himself in the
         lawsuit.  The Company  entered  into a  settlement  agreement  with Mr.
         Schaffer on June 25, 2003  whereby the Company  agreed to: (i) grant 18
         month options to Mr. Schaffer to purchase 250,000 shares of common

                                       10
<PAGE>
                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
             For the three months ended December 31, 2002 and 2003

         stock at an  exercise  price of $0.30 only if the market  price for the
         Company's common stock exceeds $0.65 for two consecutive  trading days,
         and (ii) pay $70,000 in monthly payments of $10,000  commencing October
         2003.  The  expense  related to this  settlement  was  recorded  by the
         Company in June 2003.  The Company has since  asserted a breach of this
         agreement  by Mr.  Schaffer  and  accordingly  has  ceased  making  the
         payments pursuant to this agreement as of November 2003.

Note 6:  Going Concern

         In their report dated January 9, 2004 on the financial  statements  for
         the fiscal year ended  September 30, 2003,  the  Company's  independent
         auditors  expressed  substantial  doubt about the Company's  ability to
         continue as a going concern.

         The accompanying financial statements  contemplate  continuation of the
         Company  as a  going  concern.  The  Company  incurred  net  losses  of
         $3,127,190  and  $371,046  during  the  year  and  three  months  ended
         September  30, 2003 and  December 31, 2003  respectively.  There was an
         accumulated  deficit of  $10,236,766  as of December  31,  2003,  total
         liabilities  exceeded  total  assets by  $2,291,655  as of December 31,
         2003, and the Company has been experiencing  cash flow problems.  Those
         conditions  raise  substantial  doubt  about the  Company's  ability to
         continue as a going  concern.  The financial  statements do not include
         any adjustments that might result from the outcome of this uncertainty.

         Management  has acted to reduce  overhead  and increase  revenues.  The
         Company has reduced its overhead in operations,  sales and marketing to
         reflect  the  current  funding  ability of the  Company.  The  overhead
         reduction  was  achieved  by reducing  personnel,  and  completing  the
         development  of the  L.E.G.  and Short Term Loan  programs.  Completing
         these  developments has reduced the Company's  consulting  expenses for
         accountants  and  attorneys.  Management  has  also  shifted  available
         funding to the Short Term Loan Program in order to reduce the length of
         the  funding  cycle and  realize  profits  faster.  The Company has had
         increasing  success in attracting third party  investments to its Short
         Term Loan Program and believes that it can attract  additional funds to
         this program.  Management is also  continuing  its general fund raising
         activities,   which  includes  pursuing   additional  debt  and  equity
         investments and joint venture  participations  with  institutional  and
         accredited investors.  Management believes that actions presently being
         taken or to be taken to revise the  Company's  operating  and financial
         requirements  provide the  opportunity for the Company to continue as a
         going  concern.  However  there  can be no  assurance  that  any of the
         Company's actions will be successful.

                                       11
<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  of  Financial
Condition and Plan of Operation"  includes  "forward  looking  statements."  All
statements other than statements of historical fact made in this Form 10Q-SB are
forward-looking.  In  particular,  any  statements  made  in  this  Form  10Q-SB
regarding  industry  prospects or our future  results of operations or financial
position are forward-looking statements.  Forward-looking statements reflect our
current   expectations  and  are  inherently   uncertain.   The  forward-looking
statements contained herein are subject to a variety of risks and uncertainties,
including  those  discussed  later  under the heading  "Factors  That May Affect
Future Results" and elsewhere in this Quarterly Report on Form 10Q-SB that could
cause actual  results to differ  materially  from those  anticipated  by us. Our
actual results may differ significantly from our 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.

         We provide non-recourse  pre-settlement litigation funding services and
collateralized  loans to plaintiff attorneys and plaintiffs involved in personal
injury and other contingency lawsuits.

         From our  inception in 1998 through April 2003, at which time our newly
formed and wholly owned  subsidiary Case Capital  Corporation  became a licensed
California  finance  lender,  our  investments had been made in the form of cash
advances.  Subsequent to that date, our investments are also made in the form of
loans or guaranties.  Our advances and guaranties are primarily  "non-recourse,"
meaning:  i) that the  obligation to repay the principal  amount (as well as any
success  fees  or  interest)  arises  only  upon  settlement  of the  underlying
litigation,  or upon  its  successful  adjudication  in  court,  and ii) that in
connection  with  advances  we cannot  pursue  the  assets of the  plaintiff  or
plaintiff's  counsel  outside of the litigation  we're  funding.  If the case is
abandoned, dismissed or adjudicated unfavorably to the plaintiff, our investment
is lost.  We may, from time to time,  also make  traditional  recourse  interest
bearing  loans to  plaintiff  attorneys  or law firms on a secured or  unsecured
basis.

         We classify  our  non-collateralized  advances  and  guaranties  on our
balance  sheet  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.  The
investments  in contracts  are  reflected  on our  financial  statements  at the
principal  amount of the advance less a reserve for future contract  losses.  We
recognize income, if any, at the time of settlement or favorable adjudication of
the case.  Collateralized  loans are  classified  on the balance sheet as "loans
receivable".

         Our funding  decisions  are made on the basis of a formal  underwriting
and risk  analysis we perform  internally as to the merits of each case proposed
to be financed,  the  likelihood of its success,  and its  estimated  settlement
value; and not on the credit worthiness of the plaintiff or plaintiff's  lawyer.
Our  decision to invest,  as well as the price we charge is  determined  by this
risk  analysis.  Our success  fees are a function of i) the risk price,  ii) the
amount of  funding  provided,  and iii) in the case of  advances  or loans,  the
period of time the advance or loan remains outstanding. Our investments and fees
are collateralized by the proceeds of the respective legal settlement  evidenced
by a security  interest  on the case filed  with the  attorney  of record on the
claim,  entitling  us to a  priority  interest  on any  monies  received  by the
plaintiff or plaintiff's counsel.


                                       12
<PAGE>

         Historically,  approximately  71% of our  fundings  were to  attorneys,
while the remaining portion was made directly to plaintiffs. In October 2002, we
formed  a 100%  owned  subsidiary,  Case  Capital  Corporation,  which  became a
licensed  California  finance  lender  in  April  2003.  Currently,  we focus on
providing fundings only to plaintiffs'  counsel,  and only in the form of either
investments in contracts, loans or payment assumption guarantees of the fees for
experts,  legal services providers and other litigation costs. We refer to these
new  contract  investments,  loans  and  guarantees  as our  Litigation  Expense
Guaranty   (L.E.G.s(TM))   program.   We  continue  to  employ  our   historical
underwriting  and internal  risk analyses in  determining  the  individual  case
funding  amounts  and  pricing  under  the  L.E.G.s  program,  focusing  on  the
individual  merits,  risk,  estimated  settlement  value and timing of each case
proposed to be financed. We formed Case Capital Corporation,  registered it as a
licensed  California finance lender, and created the L.E.G.s program in order to
reduce some of the risk inherent in our business,  better  leverage our capital,
and add value for our shareholders. While a majority of our revenues in the near
future  will  continue  to be  derived  from  resolutions  of  traditional  cash
advances, our marketing focus is on the L.E.G.s loan and guaranty program.

         In addition,  Case Capital  Corporation began offering in August 2003 a
new loan  program for short term  bridge  loans for  attorneys  (Short Term Loan
Program).  The loans are secured by settled  cases and are expected to be repaid
in less then 60 days on average.  We classify advances under our Short Term Loan
Program on our  balance  sheet as "loans  receivable"  to reflect the lower risk
nature of the loans compared to our non-recourse loans.

         Attorneys use our funds or payment assumption  guaranties  primarily to
pay litigation  costs,  including expert witness fees,  accident  reconstruction
costs, filing fees, and other costs ordinarily incurred in prosecuting  personal
injury cases. These  expenditures are necessary to maximize  settlement or trial
values.  Our  funding  helps to "level the playing  field" in the legal  process
against the insurance carriers by providing plaintiff attorneys with the working
capital to fund the cost of contingency  litigation,  which prevents  plaintiffs
from  being  forced  to  prematurely  settle  potentially  valuable  claims at a
substantial discount.

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

         Since the  inception of Old CFI in December  1998 through  December 31,
2003, we have funded over 1,950 advances and loans  representing an aggregate of
$10.7 million in principal  amount of investments  in contracts.  As of December
31, 2003, approximately 85% of those cases have been resolved,  resulting in the
return of $8.4 million cash  (representing 79% of total principal  advanced) and
an annualized return on investment of 64%, including  principal losses of 14% on
those  resolved  cases.  Past  results  are  no  guarantee  of  future  results.
Nevertheless,  these metrics provide useful aggregate information about the size
and past performance of our investments in contracts portfolio and may be useful
as a benchmark for future performance. While the historical settlement cycle has
averaged 15 months,  the settlement  cycle for advances made since March 2002 is
now less than 12 months on average.  As we have gained  more  experience  in the
marketplace,  our  management  has  focused  on  improving  our  risk  analysis,
investment timing and pricing models.  Over time, our risk policies have evolved
to include a set of financial  metrics and  portfolio  management  techniques to
help  shorten the average  investment  period,  maximize  collection  values and
minimize the risk of loss.


                                       13
<PAGE>

Revenue Generation, Recognition, and Reserve for Contract Losses
----------------------------------------------------------------

         The  majority of our  advances,  loans and  guaranties  are  risk-based
investments  in contracts  subject to the  uncertainty  of future  events in the
prosecution  of the  underlying  litigation.  We charge  success  fees which are
recognized  only at  conclusion  of the  case,  and only if such  litigation  is
successful. We base the prices we charge on our underwriting and analyses of the
risk, and additionally,  in the case of advances and loans, on the time value of
money. In unsuccessful cases, we realize a loss of the investment principal.  We
establish  an  allowance   for   investments   in  contracts   that  may  become
uncollectible.  It is maintained at a level, which in our judgment is sufficient
to cover  future  losses.  The  amount  of the  allowance  is based on trends in
historical  loss  experience,  and  exceeds the amount  experienced  on resolved
cases.

         Contract  Fees - There are two  categories  of Contract  Fees:  i) fees
generated  from the  resolution of  successful  cases and through the Short Term
Loan Program  funded  entirely by us, and ii) fees generated from the resolution
of  successful  cases and  through  the Short  Term Loan  Program  arranged  and
serviced by us, but funded by third parties,  referred to herein as "Third Party
Investments."

         We utilize Third Party  Investments in order to provide  funding to our
clients in situations  when our available  internal  capital is  insufficient to
fund the transactions entirely by ourselves, or when the size of the transaction
is larger than is prudent for us to undertake directly. We receive a success fee
for servicing the investment,  generally  equal to 25% to 50% of the income,  if
any, received upon successful resolution of the underlying case. The third party
investors  bear  the  entire  financial  risk  with  respect  to the  underlying
investment in the contract.  In addition, if we also participate in the funding,
we share in the  remaining  fees and  principal  with the third party  investors
according to our pro-rata share of the total capital invested.

         Service  Fees -  Service  Fees  consist  of  revenues  we  generate  in
connection with our management of the investments in contracts  portfolio of Old
CFI under a Service  Agreement  entered  into in May 2002 as part of the reverse
acquisition. Old CFI has retained the underlying investments in these portfolios
so our fees are for servicing the investment  portfolio  during its liquidation.
The  service  fees  we earn  are  equal  to 15% of the  gross  amount  collected
(principal plus contract fee income) on behalf of Old CFI.

Critical Accounting Policies
----------------------------

         Revenue recognition:

         Contract fees are  recognized by us 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 our
investment.

         In addition to contract fees from  investments in contracts made by us,
we may service  investments in contracts on behalf of third party  investors for
which we receive a success fee equal to 25% to 50% of the income  generated upon
successful  resolution of the underlying case. These third party investments 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 50% to 75% of the amount  earned.  Contract  fees are
presented net of amounts paid to third party participants.

                                       14
<PAGE>

         We have  established an allowance for investments in contracts that may
become uncollectible. The allowance for contract investment losses is maintained
at a level,  which in our judgment is adequate to absorb  losses in the contract
investment  portfolios.  The  amount  of the  allowance  is based on  trends  in
historical  loss  experience,  and  exceeds the amount  experienced  on resolved
cases.

         Use of estimates:

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

         A significant  estimate is the allowance for losses on  investments  in
contracts. Because of the inherent uncertainties in estimating the allowance for
losses on  investments  in  contracts,  it is likely  that our  estimate  of the
allowance for losses on investments in contracts will change,  as  circumstances
become better known.

         We closely monitor the progress of each case in order to reevaluate our
estimate of uncollectible investments in contracts.

         Long-lived assets:

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

         Trends and Uncertainties:

         The  business  of  providing  non-recourse   pre-settlement  litigation
funding in personal  injury and other  contingency  litigation is less than five
years  old.  We  believe  that only a very  small  percentage  of the  potential
business  opportunity  has been  actualized.  We have  focused our  attention on
educating  attorneys  within the State of  California  as to the  ethical use of
alternative forms of financing.  The industry has shifted from an early emphasis
on providing  funding  primarily to plaintiffs to funding  plaintiff lawyers and
law firms. The total burden of the cost of contingency  litigation  continues to
increase,  and law firms are beginning to understand  the value  proposition  in
non-recourse  pre-settlement  funding  that helps them share the  economic  risk
while freeing up their business and personal assets for other purposes.


                                       15
<PAGE>

         We focus on the personal  injury market in California  which is a large
market,  and has a  legal,  statutory  and  economic  climate  favorable  to our
business. The principal  uncertainties we face are acceptance of our new L.E.G.s
loan and guaranty  program,  access to adequate capital to continue to build our
portfolio of  investments  in contracts  and the  regulatory  requirements  as a
licensed California finance lender.


         Results of Operations

Results of Operations for the three months ended December 31, 2003 compared with
--------------------------------------------------------------------------------
the three months ended December 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
$165,571 for the three months ended December 31, 2003 compared with $139,404 for
the three months ended December 31, 2002, an increase of $26,167 or 18.8%.

         Contract Fees

         Contract fee revenues were $153,826 for the three months ended December
31, 2003 compared with $116,988 for the three months ended December 31, 2002, an
increase of $36,838 or 31.5%.

         The  increase  in  contract  fee  revenue  for the three  months  ended
December 31, 2003 is attributable to the Company's  realization of revenues from
cases  that were  initiated  after May 24,  2002 with  capital  provided  by the
reverse  acquisition  as opposed to the three  months  ended  December 31, 2002,
during  which  period the Company had limited  time to realize  revenue from new
cases initiated subsequent to the reverse acquisition. At December 31, 2002, the
Company  estimates  that  unrecorded  fee income on  outstanding  investments in
contracts (i.e. open cases not yet resolved) approximated $1,183,000,  which the
Company  expects will resolve  within the next 12-15  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 $11,845 for the three months ended  December
31, 2003 compared  with $22,416 for the three months ended  December 31, 2002, a
decrease of $10,571 or 47.2%.

         Service fees are based upon  collections from the portfolios of Old CFI
under management by the Company and are anticipated to continue their decline as
this portfolio matures.


                                       16
<PAGE>

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

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

         Provision for Losses on Investments in Contracts

         Fee  income  is  recognized  upon  receipt  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  for  contracts  where the  Company is at risk and 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.

         The  provision for losses on  investments  in contracts was a credit of
$8,791 for the three months ended  December 31, 2003 as opposed to an expense of
$16,525 for the three months ended December 31, 2002. Accordingly, the provision
for losses on investments in contracts decreased by $25,316 for the three months
ended  December 31, 2003 as compared  with the three  months ended  December 31,
2002.

         The balance of investments in contracts  (without regard to the reserve
for contract losses) increased  $932,616 to $2,664,547 at December 31, 2003 from
$1,711,931  at December 31, 2002,  principally  as a result of the growth of the
L.E.G.s  program which is largely funded  through third  parties.  The Company's
aggregate  third party  participation  in  investments  in  contracts  increased
$1,124,800  to  $1,663,300  at December  31, 2003 from  $538,500 at December 31,
2002. Because the third parties bear pro rata financial risk in the contracts in
which they invest, the portion of investments in contracts for which the Company
records provision for losses on investments in contracts  decreased  $172,364 to
$1,001,246 at December 31, 2003 from $1,173,431 at December 31, 2002.

         Provision for Impairment of Notes and Other Receivables

         The  provision  for  impairment  of notes and other  receivables  was a
credit of $8,911 for the three months ended December 31, 2003.  This occurred as
a result of the  Company's  reversal  of a  receivable  from Old CFI  previously
written off and subsequently collected.

         General and Administrative

         General and  administrative  costs and expenses  were  $360,202 for the
three months ended  December  31, 2003 as compared  with  $483,921 for the three
months ended December 31, 2002. Accordingly, general and administrative expenses
decreased by $123,719  for the three months ended  December 31, 2003 as compared
with the three months ended December 31, 2002.

         The decrease in general and  administrative  costs and expenses for the
three  months ended  December  31, 2003 as compared  with the three months ended
December 31, 2002 is primarily attributable to $97,000 in reductions in auditing
and legal costs which were incurred  during the three months ended  December 31,
2002 due to the change in the Company fiscal year and costs  associated with the
development  of the Company's  loan programs  which have now been  substantially
completed. In addition, in conjunction with the Company's new L.E.G.s program, a
ten percent fee is collected at the inception of a new client  enrollment  which
is  recorded  by  the  Company  as  an  offset  to  general  and  administrative
underwriting  costs.  These offsets  totaled  $26,100 for the three months ended
December 31, 2003.

                                       17
<PAGE>

         Sales and Marketing

         Sales and  marketing  expenses  were $84,062 for the three months ended
December 31, 2003 as compared  with  $143,772 for the three months  December 31,
2002. Accordingly,  sales and marketing expenses decreased $59,710 for the three
months ended  December 31, 2003 as compared with the three months ended December
31, 2002. The decrease results  primarily from a decrease in sales personnel and
promotional  costs as the  Company  continues  its  efforts to reduce  operating
losses and cash expenditures.

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

         Interest Expense

         Interest  expense was $111,157 for the three months ended  December 31,
2003, as compared with $53,298  during the three months ended December 31, 2002.
Accordingly,  interest  expense  increased  $57,859 for the three  months  ended
December 31, 2003 as compared with the three months ended December 31, 2002.

         The increase in interest  expense for the three  months ended  December
31,  2003  compared  with the three  months  ended  December  31,  2002  results
primarily  from the interest  expense  attributable  to the  $2,000,000 12% note
payable  agreement  entered  into by the  Company  in  December  2002 as well as
interest  attributable  to short term loans from related parties entered into in
the three months ended December 2003. .

         Contingencies
         -------------

         During the three months ended  December 31, 2003,  the Company was late
making interest payments on a $2.0 million note payable on two occasions and has
been late two  additional  times since  December 31, 2003. The terms of the loan
agreement  allow the Company to be late five times  before  default and the note
would be in default and can be called by the payee on the sixth late payment. In
addition,  the Company had  received a notice in January,  2004 to pay $2,000 in
attorney's  costs asserted by the payee due to the previous late payments which,
pursuant to the terms of the note,  the Company could be held  accountable  for.
The Company  disputes these costs. The payee has since asserted a default of the
note and made a demand for  acceleration  of the principal and interest due as a
result of the failure of the Company to pay the $2,000 in attorney's fees within
fifteen  days  after  receipt  of written  notice  that such fees were due.  The
Company  has since paid the  $2,000 in  attorney's  fees and  intends to pay the
interest.  The Company  also  believes it has grounds to defend any lawsuit that
may be brought by the payee in an attempt to force acceleration of the note.

         As  a  result  of  the  asserted  default  described  in  the  previous
paragraph,  an  affiliate  of the payee of the $2.0  million  note  payable  has
notified the Company that it has declared a cross  default  under a $1.0 million
third party  funding  agreement,  of which the Company has invested  $902,151 in
investments in contracts.  Although  termination of this funding  agreement does
not create any additional  obligations  for the Company,  further  advances from
this funding source may not be  forthcoming  unless the Company is successful in
defending  its position  that there were  insufficient  grounds for the payee to
declare such default.

         The Company is a nominal defendant in a shareholders' derivative action
filed in the  Superior  Court of the State of  California  for the County of San
Diego. The plaintiffs,  as shareholders of Asia Web before the merger, have sued
the individual defendants,  former officers including Michael Schaffer, 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
a "nominal"  defendant and no relief is being sought against the Company in this
action.  As a result of the lawsuit,  a dispute  arose between the Company and a
former  officer,  Michael  Schaffer,  with respect to Mr.  Schaffer's  claim for
indemnification for legal fees incurred in defending himself in the lawsuit. The
Company  entered into a settlement  agreement with Mr. Schaffer on June 25, 2003
whereby the Company agreed to: (i) grant 18 month options to Mr. Schaffer to

                                       18
<PAGE>

purchase  250,000  shares of common stock at an exercise  price of $0.30 only if
the  market  price  for  the  Company's  common  stock  exceeds  $0.65  for  two
consecutive  trading days,  and (ii) pay $70,000 in monthly  payments of $10,000
commencing  October 2003. The expense related to this settlement was recorded by
the  Company  in June  2003.  The  Company  has since  asserted a breach of this
agreement  by Mr.  Schaffer  and  accordingly  has ceased  making  the  payments
pursuant to this agreement as of November 2003.

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

         The Company's independent auditors have indicated in their report dated
January 9, 2004 for the year ended  September 30, 2003 that there is substantial
doubt about the Company's continuity as a going concern. Management has acted to
reduce  overhead and increase  revenues.  During the three months ended December
31, 2003, the Company reduced its overhead in operations, sales and marketing to
reflect the current funding ability of the Company.  The overhead  reduction was
achieved by reducing  personnel,  and the  completion of the  development of the
L.E.G.  and Short Term Loan  programs.  The completion of this  development  has
reduced  the  Company's  consulting  expenses  for  accountants  and  attorneys.
Management has also shifted  available funding to the Short Term Loan program in
order to reduce the length of the funding cycle and realize profits faster.  The
Company has had increasing  success in attracting third party investments to its
Short Term Loan  program.  Management  believes  that it can continue to attract
additional  funds to the Short Term Loan program.  Management is also continuing
its general fund raising activities, which includes pursuing additional debt and
equity  investments  and joint venture  participations  with  institutional  and
accredited investors.

         During the three  months ended  December  31, 2003,  an officer and two
directors loaned $150,000 to the Company payable on demand including interest at
12% per annum.  Subsequent to December 31, 2003, an officer loaned an additional
$110,000 to the Company payable on demand including interest at 12% per annum.

         The  Company's  balance  sheet at December  31, 2003  reflects  cash of
$29,064,  a  decrease  of  $163,587  as  compared  with an  increase  in cash of
$1,284,958  in the  three  months  ended  December  31,  2002.  Net cash used in
operating  activities  was $216,844 for the three months ended December 31, 2003
and $748,160 for the three months ended  December 31, 2002. The decrease in cash
used in operating activities of $531,316 for the three months ended December 31,
2003 as compared to the same period for the prior year is primarily attributable
to the Company's  reduction in net loss of $184,490,  reductions in  prepayments
and other  assets of  $200,241  and  increases  in  accounts  payable  and other
liabilities of $150,884.

         The Company made contract  advances for the three months ended December
31, 2003 of $331,656,  a decrease of $320,344 from advances of $652,000 made for
the three months ended  December 31, 2002.  In addition,  the Company  collected
$187,780  on  resolved  cases for the three  months  ended  December  31,  2003,
compared  with $382,431 for the three months ended  December 31, 2002.  Advances
declined as a result of the Company's  limited cash resources during the quarter
ended  December 31, 2003.  Collections  have decreased due primarily to the fact
that the  Company's  funding has been focused on the new L.E.G.s  program  which
commenced  in the  quarter  ended  March  31,  2003 and for  which  the  Company
estimates a 9-12 month collection cycle.



                                       19
<PAGE>

         During the three months ended December 31, 2003,  the Company  advanced
$369,500 under its Short Term Loan Program and received  collections during this
same period of  $325,000  from this  program.  There was no  comparable  program
during the three months ended December 31, 2002.

         During the three months ended December 31, 2003,  the Company  borrowed
$175,000 from three related  parties and $25,000 from an unrelated  party in the
form of demand notes.  During the same period,  the Company  repaid  $123,438 in
short term loans from prior periods and $25,000 of the related party  borrowings
from within the period.

         During the quarter ended December 31, 2003,  the Company  increased its
obligations under 3rd party investments by $192,394 as follows:

<TABLE>
<CAPTION>
                                                            Unrelated
                                       Related Party         Parties             Total
                                       -------------      -------------     -------------
<S>                                    <C>                <C>               <C>
Balance at October 1, 2003             $     470,000      $   1,763,406     $   2,233,406

New 3rd party advances                       201,500            328,394           529,894
Repayments                                  (192,500)          (145,000)         (337,500)
                                       -------------      -------------     -------------

Balance at December 31, 2003           $     479,000      $   1,946,800     $   2,425,800
                                       =============      =============     =============

</TABLE>

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

         Factors That May Affect Future Results

Our independent auditors have expressed doubt about our ability to continue as a
going concern, which may hinder our ability to obtain future financing.

         In their report dated January 9, 2004 for the year ended  September 30,
2003,  our  independent  auditors  have  expressed  doubt  about our  ability to
continue as a going  concern.  Our  ability to continue as a going  concern is a
result of  recurring  losses  from  operations,  a  stockholders'  deficit,  and
requirement  for a significant  amount of capital  financing to proceed with our
business  plan.  Our ability to  continue  as a going  concern is subject to our
ability to  generate a profit  and/or  obtain  necessary  funding  from  outside
sources, including obtaining additional funding from the sale of our securities,
increasing   sales  or  obtaining  loans  where  possible.   The  going  concern
uncertainty  in the auditor's  report  increases the  difficulty in meeting such
goals and there can be no assurances that such methods will prove successful.


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.


                                       20
<PAGE>

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 is a development  stage company with 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.

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  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.

                                       21
<PAGE>


Courts may deem the Company's  advances to be loans  resulting in limitations on
how the Company does business

         The Company does not loan money to plaintiffs.  The recovery  agreement
between the Company and the individual or law firm receiving the advance clearly
states  that the  advance is not a loan,  and that it is not to be repaid if the
lawsuit is lost.  Accordingly,  the Company  believes  that it is not subject to
various laws and regulations that constrain lending activities.  However,  there
can be no  assurance  that a court  in any  jurisdiction  in which  the  Company
pursues its business would not examine the Company's  activities and come to the
conclusion that the Company was in fact lending money to plaintiffs.  One result
of such a  conclusion  by a  court  would  be that  the  rate of  return  on the
Company's  advances  may exceed  the rates of return  permitted  by law.  Such a
conclusion would make the Company's agreements with plaintiffs voidable, subject
the  Company to fines or other  sanctions  or  otherwise  negatively  impact the
Company's business, prospects 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.

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.

                                       22
<PAGE>

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..

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.

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  December  31,  2003  the  Company  had  issued  and  outstanding
15,561,108  shares of common stock,  outstanding  options to purchase  3,515,000
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.

                                       23
<PAGE>

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
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

         The Company is a nominal defendant in a shareholders' derivative action
filed in the  Superior  Court of the State of  California  for the County of San
Diego. The plaintiffs,  as shareholders of Asia Web before the merger, have sued
the individual defendants,  former officers including Michael Schaffer, alleging
that they converted to personal use certain corporate assets and are seeking to

                                       24
<PAGE>

have the individual  defendants return the assets to the Company. The Company is
a "nominal"  defendant and no relief is being sought against the Company in this
action.  As a result of the lawsuit,  a dispute  arose between the Company and a
former  officer,  Michael  Schaffer,  with respect to Mr.  Schaffer's  claim for
indemnification for legal fees incurred in defending himself in the lawsuit. The
Company  entered into a settlement  agreement with Mr. Schaffer on June 25, 2003
whereby the  Company  agreed to: (i) grant 18 month  options to Mr.  Schaffer to
purchase  250,000  shares of common stock at an exercise  price of $0.30 only if
the  market  price  for  the  Company's  common  stock  exceeds  $0.65  for  two
consecutive  trading days,  and (ii) pay $70,000 in monthly  payments of $10,000
commencing  October 2003. The expense related to this settlement was recorded by
the  Company  in June  2003.  The  Company  has since  asserted a breach of this
agreement  by Mr.  Schaffer  and  accordingly  has ceased  making  the  payments
pursuant to this agreement as of November 2003.


Item 5.     Other Information.

         On February 26, 2004, the Registrant issued a press release,  a copy of
which is attached  hereto as Exhibit 99.1,  announcing a  reorganization  of the
Board of Directors and Senior Management.

Item 6.     Exhibits and Reports on Form 8-K

         None

(a)      Exhibits

         31.1     CEO   Certification   Pursuant   To   Section   302   Of   The
                  Sarbanes-Oxley Act Of 2002.

         31.2     CFO   Certification   Pursuant   To   Section   302   Of   The
                  Sarbanes-Oxley Act Of 2002.

         32.1     CEO   Certification   Pursuant   To   Section   906   Of   The
                  Sarbanes-Oxley Act Of 2002.

         32.2     CFO   Certification   Pursuant   To   Section   906   Of   The
                  Sarbanes-Oxley Act Of 2002.

         99.1     Press Release

(b) Reports on Form 8-K

         None.
                                   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.

Date: February 26, 2004                          CASE FINANCIAL, INC.

                                             By: /s/ Harvey Bibicoff
                                                 -------------------------------
                                                 Harvey Bibicoff
                                                 Chief Executive Officer and
                                                 Interim Chief Financial Officer


                                       25