<PAGE>

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


                                   FORM 10-QSB


(Mark One)

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

                   For the quarterly period ended February 28, 2002
                                                  -----------------

                                       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
                                                -------


                             Asia Web Holdings, Inc.
--------------------------------------------------------------------------------
             (Exact Name of registrant as specified in its charter)


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


          1947 Camino Vida Roble, Suite 102, Carlsbad, California 92008
          -------------------------------------------------------------
                    (Address of principal executive offices)


                                 (760) 804-0023
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     As of April 22, 2002 there were 8,735,408 shares of common stock
outstanding.


Transitional Small Business Disclosure Format (Check one): Yes [ ]  No [X]

<PAGE>

                             ASIA WEB HOLDINGS, INC.
                                   FORM 10-QSB

                                Table of Contents


ITEM No.
--------

PART I   FINANCIAL INFORMATION

1.       Financial Statements ..............................................2

         Balance Sheet as of February 28, 2002 (unaudited)
            and August 31, 2001.............................................2

         Statements of Operations for the Six and Three Months Ended
            February 28, 2002 and February 28, 2001 (Unaudited).............3

         Statements of Cash Flows for the Six Months Ended
            February 28, 2002 and February 28, 2001 (Unaudited).............4

         Notes to the Financial Statements (Unaudited)......................5

2.       Management's Discussion and Analysis or Plan of Operation..........8

PART II  OTHER INFORMATION

1.       Legal Proceedings..................................................10

6.       Exhibits and Reports on Form 8-K...................................10

SIGNATURES..................................................................11



                                        1

<PAGE>

PART I   FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS





                             ASIA WEB HOLDINGS, INC.

                         CONDENSED FINANCIAL STATEMENTS
                                       AND
                       FOR THE SIX AND THREE MONTHS ENDED
                           FEBRUARY 28, 2002 AND 2001




<PAGE>


                                    CONTENTS




                                                                           Page
                                                                            ----

CONDENSED FINANCIAL STATEMENTS

      Balance Sheets                                                        F-2
      Statements of Operations                                              F-3
      Statement of Cash Flows                                               F-4
      Notes to Condensed Financial Statement                               F-5-7





                                      F-1

<PAGE>
<TABLE>

                                  ASIA WEB HOLDINGS, INC.

                                  CONDENSED BALANCE SHEETS

                           FEBRUARY 28, 2002 AND AUGUST 31, 2001

                                           ASSETS

<CAPTION>

                                                              February 28,    August 31,
                                                                 2002            2001
                                                             -------------   -------------
                                                             (Unaudited)
<S>                                                          <C>             <C>
CURRENT ASSETS
     Cash and cash equivalents                               $    267,840    $    937,570
     Marketable securities - trading                            1,075,250         920,510
     Prepaid expenses                                                  --             532
     Due from officers                                             48,793          46,817
     Other receivables                                            100,000              --
                                                             -------------   -------------

              Total Current Assets                              1,491,883       1,905,429
                                                             -------------   -------------

PROPERTY AND EQUIPMENT, at cost, less accumulated
     depreciation (Note 4)                                         12,925          63,025
                                                             -------------   -------------

OTHER ASSETS
     Investment in closely held company                            35,000          30,000
     Inventory                                                     11,520          26,520
     Other                                                          8,773          48,240
                                                             -------------   -------------

              Total Other Assets                                   55,293         104,760
                                                             -------------   -------------

              TOTAL ASSETS                                   $  1,560,101    $  2,073,214
                                                             =============   =============


                            LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES
     Accounts payable                                        $    124,340    $    170,651
     Accrued liabilities                                           53,547         171,228
     Due to broker                                                     --         348,135
                                                             -------------   -------------

              Total Current Liabilities                           177,887         690,014
                                                             -------------   -------------

COMMITMENTS AND CONTINGENCIES (Note 5)

SHAREHOLDERS' EQUITY
     Common stock; par value of $0.001 per share;
         100,000,000 shares authorized, 8,735,408 shares
         issued and outstanding at February 28, 2002 and
         August 31, 2001, respectively                              8,737           8,737
     Additional paid-in capital                                15,481,546      15,481,546
     Accumulated deficit                                      (14,108,069)    (14,107,083)
                                                             -------------   -------------

              Total Shareholders' Equity                        1,382,214       1,383,200
                                                             -------------   -------------

              TOTAL LIABILITIES AND SHAREHOLDERS'
                 EQUITY                                      $  1,560,101    $  2,073,214
                                                             =============   =============


                 See accompanying notes to condensed financial statements.

                                            F-2
</TABLE>


<PAGE>
<TABLE>

                                        ASIA WEB HOLDINGS, INC.

                                  CONDENSED STATEMENTS OF OPERATIONS

                                  FOR THE SIX AND THREE MONTHS ENDED
                                      FEBRUARY 28, 2002 AND 2001
                                              (UNAUDITED)

<CAPTION>

                                                  Six Months Ended             Three Months Ended
                                                    February 28,                 February 28,
                                            ---------------------------   ---------------------------

                                                2002           2001           2002           2001
                                            ------------   ------------   ------------   ------------
<S>                                         <C>            <C>            <C>            <C>
Revenues                                    $    12,691    $     7,456    $       158    $       241
Cost of revenues                                 15,000          6,149             --            556
                                            ------------   ------------   ------------   ------------

              Gross profit (loss)                (2,309)         1,307            158           (315)
                                            ------------   ------------   ------------   ------------

Operating Costs and Expenses
     Selling, general and administrative,
         excluding depreciation                 246,826        997,180        170,510        234,240
     Depreciation                                45,000         45,120         22,500         22,560
                                            ------------   ------------   ------------   ------------

              Total operating costs and
                 expenses                       291,826      1,042,300        193,010        256,800
                                            ------------   ------------   ------------   ------------

              Loss from operations             (294,135)    (1,040,993)      (192,852)      (257,115)
                                            ------------   ------------   ------------   ------------

Other Income
     Interest and dividend income                16,127        324,707          6,436        145,067
     Other investment income                    277,822             --        140,168             --
                                            ------------   ------------   ------------   ------------

              Total other income                293,949        324,707        146,604        145,067
                                            ------------   ------------   ------------   ------------

              Loss before provision for
                 income taxes                      (186)      (716,286)       (46,248)      (112,048)

Provision for income taxes                          800             --            800             --
                                            ------------   ------------   ------------   ------------

              Net loss                      $      (986)   $  (716,286)   $   (47,048)   $  (112,048)
                                            ============   ============   ============   ============


Net loss per common share -
     basic and diluted                      $       .00    $      (.08)   $      (.01)   $      (.01)
                                            ============   ============   ============   ============

Weight average number of common
     shares                                   8,735,408      8,790,408      8,735,408      8,790,408
                                            ============   ============   ============   ============



                       See accompanying notes to condensed financial statements.

                                                 F-3
</TABLE>


<PAGE>
<TABLE>

                                 ASIA WEB HOLDINGS, INC.

                           CONDENSED STATEMENTS OF CASH FLOWS

                                FOR THE SIX MONTHS ENDED
                               FEBRUARY 28, 2002 AND 2001
                                       (UNAUDITED)

<CAPTION>

                                                                   February 28,
                                                          -----------------------------
                                                              2002             2001
                                                          -------------   -------------
<S>                                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                             $       (986)   $   (716,286)
                                                          -------------   -------------
     Adjustments to reconcile net loss to net cash
         used by operating activities:
              Depreciation                                      22,093          45,121
              Changes in assets and liabilities:
                  Current receivables                         (100,000)             --
                  Due from officers                             (1,976)             --
                  Inventory                                     15,000           5,594
                  Prepaid expenses and other                    39,999            (532)
                  Accounts payable                             (46,311)         40,194
                  Accrued liabilities                         (117,681)         70,042
                  Due to broker and others                    (348,135)       (149,641)
                                                          -------------   -------------

                  Total adjustments                           (537,011)         10,778
                                                          -------------   -------------

                  Net cash used by operating activities       (537,997)       (705,508)
                                                          -------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Sale of fixed asset                                        28,007              --
     Increase in investment in closely held business            (5,000)        (40,000)
     Decrease in short-term investments                       (154,740)      1,077,539
                                                          -------------   -------------

                  Net cash provided (used) by investing
                     activities                               (131,733)      1,037,539
                                                          -------------   -------------

NET INCREASE (DECREASE) IN CASH AND CASH
     EQUIVALENTS                                              (669,730)        332,031

CASH AND CASH EQUIVALENTS - beginning                          937,570      10,287,631
                                                          -------------   -------------

CASH AND CASH EQUIVLAENTS - end                           $    267,840    $ 10,619,662
                                                          =============   =============


                See accompanying notes to condensed financial statements.

                                          F-4
</TABLE>


<PAGE>

                             ASIA WEB HOLDINGS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                       FOR THE SIX AND THREE MONTHS ENDED
                           FEBRUARY 28, 2002 AND 2001
                                   (UNAUDITED)

1.     THE COMPANY, AND BASIS OF PRESENTATION

       Asia Web Holdings, Inc. (the "Company") has been involved in developing
       an Internet-based auction site focusing on the buying and selling of
       high-end collectibles. As a result of various economic and industry
       related factors, management made a determination in the fiscal year ended
       August 31, 2001 to temporarily cease operating the web site, while it
       focuses on developing an alternative business mode. Currently, in an
       effort to maximize shareholder value, management is actively managing its
       cash and short-term investments. Short-term investments consist of equity
       instruments trading on a national exchange and/or the national market
       system. Through February 28, 2002 and for the six months then ended,
       management's activities consisted of acquiring positions (either long or
       short) in common equity instruments, writing covered calls, and trading
       options. During March 2002, the Company acquired the assets and assumed
       the liabilities of Case Financial, Inc. ("Case") Case is engaged in
       providing non-recourse pre-settlement funding alternatives to plaintiffs
       and plaintiffs law firms. (See Note 2). As a result, the Case
       shareholders obtained control of the Company. Accordingly, the
       acquisition of Case Financial, Inc. will be treated as a reverse
       acquisition under the purchase method of accounting in which the
       combination will be reported as a recapitalization of Case Financial,
       Inc., pursuant to which Case Financial, Inc. will be treated as the
       continuing entity for accounting purposes. Case Financial, Inc. is deemed
       the acquirer and successor company and the business of the Company will
       be that of Case Financial, Inc. subsequent to the consummation of the
       transaction. In connection with the acquisition, the Company is required
       to have $1,400,000 of cash available for use in the acquired legal
       pre-settlement funding business.

       The accompanying unaudited condensed consolidated interim financial
       statements reflect all adjustments, consisting of only normal and
       recurring adjustments, which in the opinion of management, are necessary
       for a fair presentation of the results of operations for the periods
       shown. The results of operations for the six and three month periods
       ended February 28, 2002 are not necessarily indicative of the results
       expected for the full fiscal year ending August 31, 2002.

       These financial statements should be read in conjunction with the
       consolidated financial statements and related notes included in the
       Company's Annual Report on Form 10-KSB for the fiscal year ended August
       31, 2001.

2.     ACQUISITION

       On March 12, 2002, the Company and Case Financial, Inc. ("Case") entered
       into an Asset Purchase Agreement (the "Agreement"). In accordance with
       the Agreement, the Company will acquire substantially all of the
       operating assets, except "advance receivables" of Case, in exchange for
       up to 9,475,000 shares of the Company's common stock. Case, which
       commenced operations in 1998 and is based in Encino, California, is a
       legal funding company, providing pre-settlement litigation funding to law
       firms, plaintiffs' attorneys and their clients.

       The Agreement also provides for the acquisition by the Company of Case
       Financial, LLC, a company related to Case. In exchange for the issuance
       of two promissory notes aggregating $700,000, one payable in two years
       and one payable in three years, the Company will receive in excess of
       $700,000 of "advance receivables", and the income therefrom, which should
       be collected over a 24-month period.

       Furthermore, in connection with the acquisition, the Company entered into
       a Services Agreement with Case to liquidate Cases' existing portfolio of
       funded cases for a 15 percent management fee. The portfolio of cases
       aggregates approximately $5 million, and it is estimated that the
       collection process will take up to 24 months.

       Upon the close of the transaction, which is expected to occur by the end
       of April, 2002, the shareholders an note holders of Case will own
       approximately fifty two percent (52%) of the Company's future activities
       and business. The closing of the transaction is subject to certain
       covenants and representations, completion of audited statements, various
       due diligence requirements and shareholder approval. There is no
       assurance that the transaction will close at the end of April, 2002, or
       at any other time.


                                      F-5

<PAGE>


                             ASIA WEB HOLDINGS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                       FOR THE SIX AND THREE MONTHS ENDED
                           FEBRUARY 28, 2002 AND 2001
                                   (UNAUDITED)



3.     RECENT ACCOUNTING PRONOUNCEMENTS

       Effective January 1, 2001, the Company adopted Statement of Financial
       Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative
       Instruments and Hedging Activities." SFAS 133 establishes methods of
       accounting for derivative financial instruments and hedging activities
       related to those instruments as well as other hedging activities. The
       adoption of SFAS 133 on January 1, 2001 did not have a material effect on
       the Company's financial position or results of operations.

       In July 2001, the Financial Accounting Standards Board ("FASB") issued
       Statement of Financial Accounting Standards No. 141 ("SFAS 141"),
       "Business Combinations" which supersedes Accounting Principles Board
       ("APB") Opinion No. 16, "Business Combinations." SFAS 141 requires the
       purchase method of accounting for business combinations initiated after
       June 30, 2001 and eliminates the pooling-of-interest method. In addition,
       SFAS 141 establishes specific criteria for the recognition of intangible
       assets separately from goodwill and requires unallocated negative
       goodwill to be written off immediately as an extraordinary gain. The
       provisions of SFAS 141 have been adopted as of July 1, 2001 with no
       material effect on the Company's financial position and results of
       operation.

       In July 2001, the FASB also issued Statement of Financial Accounting
       Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets,"
       which is effective for fiscal years beginning after December 15, 2001.
       Certain provisions shall also be applied to acquisitions initiated
       subsequent to June 30, 2001. SFAS 142 supercedes APB Opinion No. 17
       "Intangible Assets" and requires, among other things, the discontinuance
       of amortization related to goodwill and indefinite lived intangible
       assets. These assets will then be subject to an impairment test at least
       annually. In addition, the standard includes provisions upon adoption for
       the reclassification of certain existing recognized intangibles as
       goodwill, reassessment of the useful lives of existing recognized
       intangibles and reclassification of certain intangibles out of previously
       reported goodwill.

       In October 2001, the FASB issued Statement of Financial Accounting
       Standards No. 144 ("SFAS 141"), "Accounting for the Impairment or
       Disposal of Long-Lived Assets," which supercedes Statement of Financial
       Accounting Standards No. 121 ("SFAS 121"), "Accounting for the Impairment
       of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and
       certain provisions of APB Opinion No. 30, "Reporting Results of
       Operations - Reporting the Effects of Disposal of Segment of a Business,
       and Extraordinary, Unusual and Infrequently Occurring Events and
       Transactions." SFAS 144 requires that long-lived assets to be disposed of
       by sale, including discontinued operations, be measured at the lower of
       carrying amount or fair value less cost to sell, whether reported in
       continuing operations or in discontinued operations. SFAS 144 also
       broadens the reporting requirements of discontinued operations to include
       all components of an entity that have operations and cash flows that can
       be clearly distinguished, operationally and for financial reporting
       purposes, from the rest of the entity. The provisions of SFAS 144 are
       effective for fiscal years beginning after December 15, 2001. Management
       is evaluating the effect of this statement on the Company's results of
       operations and financial position.



                                      F-6

<PAGE>


                             ASIA WEB HOLDINGS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                       FOR THE SIX AND THREE MONTHS ENDED
                           FEBRUARY 28, 2002 AND 2001
                                   (UNAUDITED)


4.     EARNINGS (LOSS) PER COMMON SHARE

       Basic earnings (loss) per share is computed by dividing income (loss)
       available to common shareholders by the weighted average number of common
       shares outstanding for the year. Diluted earnings per share reflects the
       potential dilution that could occur if dilutive securities and other
       contracts to issue common stock were exercised or converted into common
       stock or resulted in the issuance of common stock that then shared in the
       Company's earnings. Diluted loss per share does not consider the
       potentially dilutive securities on an "as if converted" basis, as the
       effect of their inclusion would be anti-dilutive.

5.     PROPERTY AND EQUIPMENT

       Property and equipment consist of the following:

                                                     February 28,   August 31,
                                                        2002           2001
                                                     ------------   ------------

       Computer equipment and software               $   226,195    $   254,972
       Furniture                                          16,140          16,141
       Office equipment and other                         21,208          20,438
                                                     ------------   ------------
                                                         263,544         291,551
       Less:   Accumulated depreciation                  250,619         228,526
                                                     ------------   ------------

       Net property and equipment                    $    12,925    $     63,025
                                                     ============   ============

       Depreciation expense was $45,000 and $22,500 for the six months and three
       months ended February 28, 2002 and 2001, respectively.

6.     COMMITMENTS AND CONTINGENCIES

       Leases

       During 1999, the Company entered into an operating lease for its office
       space expiring May 31, 2002. The lease requires minimum annual rentals
       plus increases based on real estate taxes and operating costs. The
       Company, at its option, may renew the lease for one two-year period.
       Rental expense for the years ended August 31, 2001 and 2000 was $54,973
       and $55,755, respectively.

       Litigation

       On March 22, 2002, the Company was served with a lawsuit alleging, among
       other things, breach of fiduciary duty, conversion and breach of contract
       against the Company and a former officer and director of the Company.
       Management of the Company believes that the lawsuit is without merit, and
       it intends to proceed with a vigorous defense.

       From time to time, the Company is also subject to other legal proceedings
       and claims in the ordinary course of business. The Company is not
       currently aware of any other legal proceedings or claims that the Company
       believes are likely to have a material adverse effect on the Company's
       financial position, results of operations or cash flows.



                                      F-7

<PAGE>

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

OVERVIEW

         The following "Management's Discussion and Analysis or Plan of
Operation" includes "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. This Act provides a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about themselves so long as they identify these
statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact we
make in this Form 10-Q are forward-looking. In particular, any statements that
we make in this Form 10-Q 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. Our
actual results may differ significantly from our expectations.

         During the quarter ended February 28, 2002 the Company assessed various
business models to determine an appropriate course of direction. Several
Internet related as well as non-Internet related possibilities were reviewed
leading up to an Asset Purchase Agreement being entered into on March 12, 2002.
This agreement was filed with the Securities and Exchange Commission on Form 8K
on March 29, 2002 and was consented to in writing by a majority of the Company's
shareholders. The transaction launches the Company into a new business direction
providing pre-settlement litigation funding to law firms, plaintiffs' attorneys
and their clients. The Company believes that among the various business models
evaluated, this direction provided the best opportunity for the Company.

         As a result of this new direction, several changes in the operation and
management of the Company are anticipated in the remaining half of the Company's
fiscal year. These changes include:

         -        Moving the primary business offices of the Company to Encino,
                  CA.

         -        Changing the name of the Company to Case Financial, Inc.

         -        Closing of the Company's office in Carlsbad, CA.

         In connection with the acquisition, the Company is required to have
$1,400,000 of cash available at the closing. The acquisition of Case Financial,
Inc. will be treated as a reverse acquisition under the purchase method of
accounting in which this combination will be reported as a re-capitalization of
Case Financial, Inc. pursuant to which Case Financial, Inc. will be treated as
the continuing entity for accounting purposes. Case Financial, Inc. is deemed
the acquirer and successor company and the business of the Company will be that
of Case Financial, Inc. subsequent to the completion of the transaction. As of
the date of this filing, the Company has already established a bank account in
the amount of $1,000,000 and has made those funds available to to expand the
legal pre-settlement funding business.


RESULTS OF OPERATIONS

Results of Operations for the Three and Six Months Ended February 28, 2002
---------------------------------------------------------------------------
Compared to Three and Six Months Ended February 28, 2001:
----------------------------------------------------------

         Revenues and Gross Profit (Loss)
         --------------------------------

         Auction site revenues were $158 in the three months ended February 28,
2002 compared to $241 for the three months ended February 28, 2001. Gross profit
(loss) was $158 in the three months ended February 28, 2002 as compared to $315
for the three months ended February 28, 2001.

         Auction site revenues were $12,691 in the six months ended February 28,
2002 compared to $7,456 for the six months ended February 28, 2001. Gross profit
(loss) was $(2,309) in the six months ended February 28, 2002 as compared to
$1,307 for the six months ended February 28, 2001.

                                        8

<PAGE>

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

         Selling, General and Administrative, Excluding Depreciation

         Selling, general and administrative costs and expenses, excluding
depreciation were $170,510 for the three months ended February 28, 2002 as
compared to $234,240 for the three months ended February 28, 2001. Accordingly,
selling, general, and administrative expenses decreased by $63,730 for the three
months ended February 28, 2002 as compared to the three months ended February
28, 2001.

         Selling, general and administrative costs and expenses, excluding
depreciation were $246,826 for the six months ended February 28, 2002 as
compared to $997,180 for the six months ended February 28, 2001. Accordingly,
selling, general, and administrative expenses decreased by $750,354 for the six
months ended February 28, 2002 as compared to the six months ended February 28,
2001.

         The Company was able to significantly reduce legal fees in each 2002
period, as its two significant legal matters were both settled in the fiscal
year ended August 31, 2001. In addition, each 2002 period reflects less
employees and compensation (and related expenses) as compared to the respective
2001 period.

         Investment and Dividend Income

         Investment income was approximately $146,604 for the three months ended
February 28, 2002, as compared to $ 145,067 during the three months ended
February 28, 2001.

         Investment income was approximately $293,949 for the six months ended
February 28, 2002, as compared to $324,707 during the six months ended February
28, 2001.

         In each 2002 period, investment income includes the results of actively
trading equity and related securities. In each 2001 period, investment income is
derived from interest earned on bank deposits and earnings on short term
investments. Interest on invested funds declined substantially in periods
subsequent to April 2001 as a result of the settlement of certain litigation and
the repayment of approximately $8,200,000.

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

         The Company's balance sheet at February 28, 2002 reflects cash of
approximately $268,000 and marketable securities of approximately $1,070,000.

         Cash and cash equivalents decreased by approximately $670,000 during
the six months ended February 28, 2002 as compared to an increase of $332,000 in
the six months ended February 28, 2001. Cash used by operating expenses was
approximately $538,000 for the six months ended February 28, 2002 and
approximately $706,000 for the six months ended February 28, 2001.

         As previously noted as a condition to the acquisition, the Company is
required to have $1,400,000 in cash at the closing of the transaction. The
business of the Company will be that of Case Financial, Inc. subsequent to
completion of the transaction. On or before May 29, 2002, the Company will file
its Form 8-K/A with the Securities and Exchange Commission which will include,
audited financial statements of Case Financial, Inc. and affiliates as of
December 31, 2001 and for the two years ended December 31, 2001 and 2000, and
unaudited combined pro-forma financial information for the Company and Case
Financial, Inc. as of March 31, 2002, the three months ended March 31, 2002, and
the year ended December 31, 2001 setting forth results of their combined
operations as though the acquisition had taken place on January 1, 2001.


                                        9

<PAGE>

PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         On March 22, 2002, the Company was served with a lawsuit alleging,
         among other things, breach of fiduciary duty, conversion and breach of
         contract against the Company and a former officer and director of the
         Company. Management of the Company believes that the lawsuit is without
         merit, and it intends to proceed with a vigorous defense.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

                                      None

(b)      Reports on Form 8-K

         On March 29, 2002 the Company filed a report on Form 8-K reporting the
         execution of an Asset Purchase Agreement between the Company and Case
         Financial, Inc. where the Company acquires almost all of Case
         Financials operating assets (except "advanced receivables") in exchange
         for up to 9,475,000 shares of the Company's common stock.


                                       10

<PAGE>


SIGNATURES

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


                                                    Asia Web Holdings, Inc.


April 22, 2002                                          /s/ Lawrence Schaffer
                                                    ----------------------------
                                                    By: Lawrence Schaffer
                                                    Its: Chief Financial Officer


                                                    /s/ Lawrence Schaffer
                                                    ----------------------------
                                                    By: Lawrence Schaffer
                                                    Its: President




                                       11