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

                                    FORM 10-Q
(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, 2008
                                       OR

[_]  TRANSITION REPORT UNDER 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 of                 (I.R.S. Employer Identification
  incorporation or organization)                             Number)

 7720 El Camino Real, Suite 2E, Carlsbad, CA                  92009
   (Address of principal executive offices)                 (Zip code)

                                 (760) 804-1449
                (Issuer's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [_]

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definition of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

     Large accelerated filer [_]                Accelerated filer [_]
     Non-accelerated filer [_]                  Smaller reporting company [X]
     (Do not check if a smaller reporting company)

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

Number of shares of issuer's common stock outstanding as of December 31, 2008:
29,185,145

<PAGE>

                                TABLE OF CONTENTS


Part I - FINANCIAL INFORMATION...............................................3

   ITEM 1.  INTERIM CONSOLIDATED FINANCIAL STATEMENTS........................3

   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
   CONDITION AND RESULT OF OPERATION........................................10

   ITEM 3. CONTROLS AND PROCEDURES..........................................14

PART II - OTHER INFORMATION.................................................14

   ITEM 1. LEGAL PROCEEDINGS................................................14

   ITEM 2.  UNREGISTERD SALE OF EQUITY SECURITIES...........................16

   ITEM 3. DEFAULTS IN SENIOR SECURITIES....................................16

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............16

   ITEM 6.  EXHIBITS........................................................16

SIGNATURES..................................................................17



                                       2
<PAGE>

PART I - FINANCIAL INFORMATION


ITEM 1.  INTERIM CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                                           Consolidated Balance Sheets

---------------------------------------------------------------------------------------------------------------

                                     ASSETS

                                                                             As of                    As of
                                                                          December 31,            September 30,
                                                                              2008                    2008
                                                                           Unaudited
                                                                           ---------                ---------
<S>                                                                       <C>                     <C>
Current Assets
    Cash & cash equivalents                                               $        205            $      2,963
    Prepaid expense                                                              8,758                  41,223

                                                                          ------------            ------------

Total Current Assets                                                             8,963                  44,186

Other Assets
    Deposits                                                                     1,453                   1,453
                                                                          ------------            ------------

Total Other Assets                                                               1,453                   1,453
                                                                          ------------            ------------

  TOTAL ASSETS                                                            $     10,416            $     45,639
                                                                          ============            ============

            LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
    Accounts payable and accrued expenses                                 $    969,944            $    757,629
    Accounts payable - other                                                     1,550                       -
    Loans payable - related parties                                             59,768                   8,268
    Loans payable                                                              215,000                 200,000
                                                                          ------------            ------------

Total Current Liabilities                                                    1,246,262                 965,897

Stockholders' Equity (Deficit)

    Preferred stock, ($.0001 par value, 20,000,000
      shares authorized; none issued and outstanding.)                               -                       -
    Common stock, (par value $.001 per share, 100,000,000 shares
      authorized: 29,185,145 and 28,935,145 shares
      issued and outstanding as of December 31, 2008 and
      September 30, 2008, respectively)                                         29,185                  28,935
    Paid-in capital                                                         10,614,693              10,609,943
    Accumulated deficit                                                    (11,879,724)            (11,559,136)
                                                                          ------------            ------------

Total Stockholders' Equity (Deficit)                                        (1,235,846)               (920,258)

    TOTAL LIABILITIES &
         STOCKHOLDERS' EQUITY (DEFICIT)                                   $     10,416            $     45,639
                                                                          ============            ============
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
                                                 CASE FINANCIAL, INC. AND SUBSIDIARIES
                                           Consolidated Statements of Operations (unaudited)

---------------------------------------------------------------------------------------------------------------

                                                        Three Months                 Three Months
                                                           Ended                         Ended
                                                        December 31,                 December 31,
                                                            2008                         2007
                                                            ----                         ----
<S>                                                     <C>                          <C>
Revenues
  Service                                               $           -                $          -
                                                         ------------                ------------

Net Revenue                                                         -                           -

Operating Expenses
  Depreciation                                                      -                         149
  General and administrative                                   65,221                      25,044
  Salaries                                                     42,000                      42,000
  Bad debts                                                         -                           -
  Stock option expense                                              -                           -
  Professional fees                                           207,368                      58,601
                                                         ------------                ------------

Total Operating Expenses                                      314,589                     125,794
                                                         ------------                ------------

Income (Loss) from operations                                (314,589)                   (125,794)

Other Income (Expenses)
  Interest income                                                   -                       2,020
  Interest expense                                             (6,000)                     (6,000)
  Other income                                                      -                       1,984

                                                         ------------                ------------

Total Other income                                             (6,000)                     (1,996)
                                                         ------------                ------------

Net income (loss) before discontinued
operations                                                   (320,589)                   (127,790)
                                                         ============                ============

Gain (Loss) from discontinued
operations                                                          -                     205,000

                                                         ------------                ------------

Net Income                                               $   (320,589)               $     77,210
                                                         ============                ============

Net Income (Loss) per common share - basic
and diluted:

From continuing operations                               $      (0.01)               $      (0.00)
                                                         ============                ============

From discontinued operations                             $          -                $       0.01
                                                         ============                ============

Weighted average number of
  common shares - basic and diluted                        28,937,862                  28,535,145
                                                         ============                ============
</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>
                                                 CASE FINANCIAL, INC. AND SUBSIDIARIES
                                Consolidated Statements of Changes in Stockholders Equity (Deficit)
                                                          As of December 31, 2008

------------------------------------------------------------------------------------------------------------------------------------
                                        Common          Common    Additional      Shares To    Treasury    Retained         Total
                                        Shares          Stock       Paid-in       Be Issued      Stock     Earnings
                                                        Amount      Capital                                (Deficit)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>               <C>        <C>             <C>         <C>        <C>            <C>
Balance, September 30, 2006           24,406,812        25,407     9,846,894       294,500     (240,000)  (11,001,321)   (1,074,520)
(Restated)
------------------------------------------------------------------------------------------------------------------------------------

Common stock issued for convertible    1,913,333         1,913       285,087      (287,000)                                       -
debenture

Common stock retired after return                       (1,000)     (239,000)                   240,000                           -
to treasury

Common stock issued in payment of         50,000            50         7,450        (7,500)                                       -
accrued interest

Common stock issued in warrant           250,000           250        24,750                                                 25,000
conversion

Common stock issued for Directors      1,450,000         1,450       143,550                                                145,000
fees

Common stock issued in warrant            50,000            50         4,950                                                  5,000
conversion

Common stock issued in warrant           175,000           175        17,325                                                 17,500
conversion

Common stock issued for services         240,000           240        26,160                                                 26,400
rendered

Net Income                                                                                                    137,721       137,721

------------------------------------------------------------------------------------------------------------------------------------

Balance, September 30, 2007           28,535,145        28,535    10,117,166             -            -   (10,863,600)     (717,899)

------------------------------------------------------------------------------------------------------------------------------------

Common stock issued in purchase          250,000           250        72,250                                                 72,500
agreement

Common stock issued for Directors        500,000           500       114,500                                                115,000
fees

Cancel stock issued for Directors       (500,000)         (500)     (114,500)                                              (115,000)
fees

Stock options                                                        405,677                                                405,677

Common stock issued for cash             150,000           150        14,850                                                 15,000

Net Income (loss)                                                                                            (695,536)     (695,536)

------------------------------------------------------------------------------------------------------------------------------------

Balance, September 30, 2008           28,935,145        28,935    10,609,943             -            -   (11,559,135)     (920,257)
------------------------------------------------------------------------------------------------------------------------------------

Common stock issued in purchase          250,000           250          4750                                                   5000
agreement

Net Income (loss)                                                                                            (320,589)     (320,589)

------------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2008            29,185,145  $     29,185  $ 10,614,693    $        -     $      -  $(11,879,724) $ (1,235,846)
(unaudited)
====================================================================================================================================
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
                                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                                      Consolidated Statements of Cash Flows

--------------------------------------------------------------------------------------------------------------

                                                                              Three Months       Three Months
                                                                                  Ended              Ended
                                                                              December 31,       December 31,
                                                                                  2008               2007
                                                                                  ----               ----
<S>                                                                          <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
   Gain (Loss) from discontinued operations                                  $         -         $    77,210
   Gain (Loss) from continuing operations                                       (320,589)           (205,000)
                                                                             -----------         -----------
   Net income (loss)                                                            (320,589)           (127,790)

   Adjustments to reconcile net loss to net cash
         Amortization of prepaid royalty                                          28,065                   -
         Common stock issued for extension of exploration agreement                5,000
   provided by (used in) operating activities:
         Changes in operating assets and liabilities:
             (Increase) decrease in prepaid expenses                               4,400              33,761
             Increase (decrease) in accounts payable and other liabilities       212,315              56,684
             Increase (decrease) in accounts payable other                         1,551
                                                                             -----------         -----------

   Net cash (used by) continuing operations                                            -             (37,196)
   Net cash provided by continuing operations                                          -             205,000
                                                                             -----------         -----------

   Net cash (used by) provided by operating activities                           (69,258)            167,804

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------

   Increase in loan receivable                                                         -            (152,020)
                                                                             -----------         -----------

   Net cash provided by (used in) investing activities                                 -            (152,020)

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------

   Proceeds from borrowings - (related parties)                                   51,500                   -
   Proceeds from borrowings                                                       15,000                   -
                                                                             -----------         -----------

   Net cash provided by (used in) financing activities                            66,500                   -
                                                                             -----------         -----------

   Net increase (decrease) in cash & cash equivalents                             (2,758)             15,784

   Cash & cash equivalents at beginning of period                                  2,963               4,636
                                                                             -----------         -----------

   Cash & cash equivalents at end of period                                  $       205         $    20,420
                                                                             ===========         ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:

Interest expense                                                             $     6,000         $     6,000
                                                                             ===========         ===========

Income taxes paid                                                            $         -         $         -
                                                                             ===========         ===========

SUPPLEMENTAL DISCLOSURES OF NON CASH
ACTIVITIES:

Common stock issued for prepaid expenses                                     $    72,500         $    26,400
                                                                             ===========         ===========


Common stock issued for accrued expenses                                     $         -         $   145,000
                                                                             ===========         ===========

Write-off discontinued operation's assets and liabilities                    $         -         $ 1,880,258
                                                                             ===========         ===========
</TABLE>

                                       6
<PAGE>

NOTE 1 -   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying December 31, 2008 condensed consolidated financial statements
have been prepared by the Company without audit. In the opinion of management,
all adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows at
December 31, 2008 and for all periods presented have been made. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is suggested that
these condensed consolidated financial statements be read in conjunction with
the consolidated financial statements and notes thereto included in the
Company's September 30, 2008 audited consolidated financial statements. The
results of operations for periods ended December 31, 2008 are not necessarily
indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company's condensed consolidated financial statements are prepared using
generally accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The accompanying condensed consolidated financial
statements do not include any adjustments relating to the recoverability and
classification of liabilities that might result from the outcome of this
uncertainty. It is management intention to seek additional operating funds
through operations, and debt or equity offerings. Management has yet to decide
what type of offering the Company will use or how much capital the Company will
raise. There is no guarantee that the Company will be able to raise any capital
through any type of offerings.


NOTE 3 - SIGNIFICANT EVENTS

DISCONTINUED OPERATIONS


The Company has discontinued its Litigation Finance Business. In accordance with
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets",
we have determined that we have complied with the provisions of SFAS No. 144 at
September 30, 2008 and 2007 with respect to the classification of the operations
of the Litigation Finance Business as a discontinued operation. All remaining
assets have either been assigned to the third party investors to collect
directly from the attorneys that they advanced funds to, or were part of a
settlement. The Company will continue to account for all Litigation Finance
Business as a discontinued operation at September 30, 2008, and the assets and
liabilities of the Litigation Finance Business have been classified accordingly.
All revenues and expenses associated with the Litigation Finance Business have
been reclassified and the net amount reported on its Condensed Consolidated
Statement of Operations as Loss from Discontinued Operations. There was no gain
from discontinued operation for the three months ended December 31, 2008.

                                       7
<PAGE>

LEGAL PROCEEDINGS

Case Financial v. Eric Alden
----------------------------


On March 25, 2005 a derivative lawsuit was filed by the Canadian Commercial
Workers Industry Pension Plan ("CCWIPP"), a major stockholder of the Company.
The lawsuit was filed in the Court of Chancery of the State of Delaware against
former officers and directors of the Company, specifically Eric Alden, a former
CEO and CFO and Chairman of the Board, Harvey Bibicoff, a former interim CEO and
CFO and director, Lorne Pollock, former Vice President of Underwriting,
Secretary and director and Gordon Gregory, a former director alleging that these
officers and directors had damaged the Company by (a) engaging in self dealing
transactions in breach of their fiduciary duty of loyalty; (b) mismanaging the
Company in violation of their oversight duties and duty of care; (c) wasting
corporate assets; and (d) making fraudulent misrepresentations which induced the
corporate entity to issue shares to these individuals. The Company's Board of
Directors has elected to consent to the filing of this complaint. The Company
was named as a nominal defendant in this complaint.

On October 5, 2005, Mr. Gregory, Mr. Pollock, and the Company executed a
Settlement and Release Agreement regarding this action pursuant to which:

o    Mr. Gregory returned to the Company 750,000 shares of common stock owned or
     controlled by him and cancelled two promissory notes of the Company
     totaling $100,000.
o    Mr. Pollock returned to the Company 100,000 shares of common stock owned or
     controlled by him and repaid in cash to the Company $15,160.


LEGAL PROCEEDINGS

o    Mr. Pollock and Mr. Gregory were released from further action by the
     majority stockholder and the Company with respect to the claims made in the
     derivative lawsuit.
o    Mr. Pollock and Mr. Gregory agreed to waive any and all further claims
     against the Company and the major stockholder.

The foregoing agreement was approved by the Court of Chancery in the State of
Delaware and was consummated in February 2006. .

On September 1, 2006, the Company reached a settlement agreement with Mr.
Bibicoff resolving all current litigation between the Company and this
individual. The key terms to this settlement agreement were:

o    The cancellation of promissory notes and accrued interest together totaling
     approximately $875,000 held by this individual.
o    The dismissal of this individual from the derivative lawsuit filed in the
     Delaware Court of Chancery on March 16, 2005.
o    The release of each party from any and all claims that could have been
     asserted by the other party in any of the actions dismissed as a result of
     this settlement agreement.

                                       8
<PAGE>

The foregoing agreement was approved by the Court of Chancery in the State of
Delaware and was consummated in November 2007.

Mr. Alden remains the sole defendant in this action, on November 7th 2007, Case
Financial assumed the role of plaintiff in the derivative action commenced
against Alden in March 2005 by CCWIPP.

On April 25th 2005, Mr. Alden filed a breach of contract lawsuit against the
Company in the Superior Court of the State of Californian for the County of Los
Angeles, Case Number BC 332373. This lawsuit had been stayed by the court
pending the outcome of the derivative action filed against Mr. Alden.

On April 12, 2006, Mr. Alden filed another lawsuit against Landmark American
Insurance Company and Case Financial, Inc. in the Superior Court of the State of
Californian for the County of Los Angeles, Case Number BC 336747 demanding
indemnification for costs associated with this derivative action. This lawsuit
is ongoing.

On April 19, 2006 Mr. Alden filed a wrongful termination lawsuit against the
Company in the Superior Court of the State of California, Case Number BC 350929.
This lawsuit had been stayed by the court pending the outcome of the derivative
action filed against Mr. Alden.

Mr. Alden has been directed by the court not to file any additional lawsuits
against the Company until the derivative action has been resolved.



LEGAL PROCEEDINGS

Case Financial v. Squire Sanders
--------------------------------

On March 6, 2006 a lawsuit was filed in the Circuit Court of the 11th Judicial
Circuit for Miami-Dade County Florida, case number 07-06488CA 02 against the
Company by a law firm, for unpaid legal bills in the amount of $94,036. On
February 14, 2008 the Company entered into a settlement with the above law firm.
The settlement states that Case Financial shall pay the total sum of $72,500 in
equal monthly installments of $5,000. In the event of default the Company agreed
that the entire amount of $94,036 plus all accrued interest shall be due the law
firm.

Case Financial v. CCWIPP
------------------------

On November 5, 2007 the Company entered into a settlement agreement with the
Canadian Commercial Workers Industry Pension Plan ("CCWIPP"), resolving a
dispute concerning the disposition of funds collected and held in escrow
totaling $812,000 and another $160,000 in receivables collected on behalf of
CCWIPP and the Company pursuant to a previously entered settlement agreement.
The Company and CCWIPP each received $250,000 of these funds. However $50,000 of
the Company's funds are to remain in escrow for one year to address potential
future costs that may be incurred by CCWIPP in the derivative lawsuit discussed
above.

                                       9
<PAGE>

Case Financial v Old CFI
------------------------

On July 3rd, 2008, the company was served with a lawsuit that was filed in the
Superior Court of the State of California for the County of Los Angeles, Case
Number BC 391485, against the Company by Old CFI, Inc relating to (a) its
performance under the service agreement between the Company and Old CFI, Inc and
(b) the transfer of the Company's common stock from Old CFI, Inc to the secured
creditors of Old CFI, Inc by the CEO of Old CFI, Inc. The Company believes that
this lawsuit is completely without merit.



SIGNIFICANT EVENTS


On October 3, 2008, the Company received an extension on its funding
requirements from Trio Gold Corp. Under the terms of the extension, the Company
will be required to raise one million dollars ($1,000,000) for the project by
March 31, 2009, one million dollars ($1,000,000) by August 31, 2009, one million
dollars ($1,000,000) by December 31, 2009 and the final one million dollars
($1,000,000) by December 31, 2010. On December 31, 2008, Case Financial, Inc.
issued 250,000 shares of its common stock to Trio Gold Corp. as consideration
for this extension.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
OF OPERATION

The discussion contained herein is for the three months December 31, 2008. The
following discussion should be read in conjunction with the Company's condensed
consolidated financial statements and the notes to the condensed consolidated
financial statements included elsewhere in this Quarterly Report on Form 10-Q
for the quarterly period ended December 31, 2008.

FORWARD LOOKING STATEMENTS

The following discussion contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements that include
words such as "anticipates", "expects", "intends", "plans", "believes", "may",
"will" or similar expressions that are intended to identify forward-looking
statements. In addition, any statements that refer to expectations, projections
or other characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. Such statements include,
but are not limited to, statements regarding our intent, belief or current
expectations regarding our strategies, plans and objectives, our product release
schedules, our ability to design, develop, manufacture and market products, our
intentions with respect to strategic acquisitions, the ability of our products
to achieve or maintain commercial acceptance and our ability to obtain financing

                                       10
<PAGE>

for our obligations. Such statements are not guarantees of future performance
and are subject to risks, uncertainties and assumptions that are difficult to
predict. Therefore, the Company's actual results could differ materially and
adversely from those expressed in any forward-looking statements as a result of
various factors. Factors that could cause or contribute to the differences are
discussed in "Factors That May Affect Future Results" in the Company's Form
10KSB filed on January 13, 2009 with the Securities and Exchange Commission.
Except as required by applicable law or regulation, the Company undertakes no
obligation to revise or update any forward-looking statements contained in this
Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2008.
The information contained in this Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 2008 is not a complete description of the
Company's business or the risks associated with an investment in the Company's
common stock. Each reader should carefully review and consider the various
disclosures made by the Company in this Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 2008 and in the Company's other filings with
the Securities and Exchange Commission.

OVERVIEW

Case's business was to provide pre-settlement and post-settlement litigation
funding services to attorneys and plaintiffs involved in personal injury and
other contingency litigation, conducted primarily within the California courts
(the "Litigation Finance Business"). Case funding services were non-recourse,
meaning that the investment principal, success fees and interest are repaid only
when the case is settled or favorably adjudicated in court. On September 30,
2005, the Company's Board of Directors approved a resolution declaring that the
Company discontinued its Litigation Finance Business.

The Company intends to seek, investigate and, if such investigation warrants,
acquire an interest in business opportunities who or which desire to seek the
advantages of an issuer who has complied with the Securities Act of 1934 ("1934
Act"). In any transaction, we will be the surviving entity, and our stockholders
will retain a percentage ownership interest in the post-transaction company. We
will not restrict our search to any specific business, industry, or geographical
location, and may participate in a business venture of virtually any kind or
nature. This discussion of the proposed business is purposefully general and is
not meant to be restrictive of our virtually unlimited discretion to search for
and enter into potential business opportunities. We may seek a business
opportunity with entities which have recently commenced operations, or which
wish to utilize the public marketplace in order to raise additional capital in
order to expand into new products or markets, to develop a new product or
service, or for other corporate purposes. We may acquire assets and establish
wholly owned subsidiaries in various businesses or acquire existing businesses
as subsidiaries. We anticipate that the selection of a business opportunity in
which to participate will be complex and extremely risky.

In analyzing prospective business opportunities, we will consider such matters
as the available technical, financial and managerial resources; working capital
and other financial requirements; history of operations, if any; prospects for
the future; nature of present and expected competition; the quality and
experience of management services which may be available and the depth of that
management; the potential for further research, development or exploration;

                                       11
<PAGE>

specific risk factors not now foreseeable but which then may be anticipated to
impact our proposed activities; the potential for growth or expansion; the
potential for profit; the public recognition of acceptance of products, services
or trades; name identification; and other relevant factors.

On June 2, 2008, the Company entered into an Exploration Agreement with Trio
Gold Corp. to explore 29 gold claims covering 547 acres (the Rodeo Creek
property) located at the north end of the Carlin Trend in Elko County, Nevada.
Under the terms of the agreement, Case Financial, Inc. is to provide $4,000,000
in funding over the next three years to explore the 29 claims and to issue
1,000,000 shares of its common stock to Trio Gold Corp. during the same time
period, to earn a 70 percent undivided interest in these claims.

On October 3, 2008, the Company received an extension on its funding
requirements from Trio Gold Corp. Under the terms of the extension, the Company
will be required to raise one million dollars ($1,000,000) for the project by
March 31, 2009, one million dollars ($1,000,000) by August 31, 2009, one million
dollars ($1,000,000) by December 31, 2009 and the final one million dollars
($1,000,000) by December 31, 2010. Case Financial, Inc. has agreed to issue
250,000 shares of its common stock to Trio Gold Corp. as consideration for this
extension.

Management believes that the Company's operations should be focused on the
following two objectives:

     o    Raising capital to fund its obligations under the Exploration
          Agreement with Trio Gold Corp.

     o    Successful prosecution of the derivative action against its former
          Chief Executive Officer Eric Alden and defending against related
          actions initiated by Mr. Alden against the Company; and

The Company believes that its current cash resources will be inadequate to fund
its operations through its fiscal year ended September 30, 2009. In order to
continue its operations and in order to fund the aforementioned Exploration
Agreement with Trio Gold Corp, the Company anticipates that some form of equity
financing and/or a formal or informal restructuring or reorganization will be
required.

OUR CRITICAL ACCOUNTING POLICIES

The discussion and analysis of the Company's financial condition and results of
operations is based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these financial statements
requires the Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an ongoing basis, the Company evaluates
its estimates, including those related to bad debts, intangible assets, income
taxes, and contingencies and litigation, among others. The Company bases its
estimates on historical experience and on various other assumptions that it
believes to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities

                                       12
<PAGE>

that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions. The Company believes
that the following critical accounting policies affect its more significant
judgments and estimates used in the preparation of its consolidated financial
statements: discontinued operations, use of estimates and impairment of
long-lived assets. These accounting policies are discussed in "ITEM 6.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION" contained in the
Company's Annual Report on Form 10-KSB for the fiscal year ended September 30,
2008, as well as in the notes to the September 30, 2008 consolidated financial
statements. There have not been any significant changes to these accounting
policies since they were previously reported at September 30, 2008.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses consist of costs not directly associated
with our Litigation Finance Business. General and administrative expenses were
$65,221 for the three months ended December 31, 2008 compared with $25,044 for
the three months ended December 31, 2007, an increase of $40,177.

INTEREST EXPENSES

Interest expenses were $6,000 for the three months ended December 31, 2008
compared with $6,000 for the three months ended December 31, 2007, no affect in
increase/decrease.

OPERATING ACTIVITIES

Our balance sheet at December 31, 2008 reflects cash of $205 compared to cash of
$2,963 at September 30, 2008, a decrease of $2,758. Net cash used in operating
activities was ($69,258) for the three months ended December 31, 2008 compared
to $167,804 for the three months ended December 31, 2007.

INVESTMENT ACTIVITIES

Net cash used in investing activities for the three months ended December 31,
2008 was zero compared to ($152,020) for the three months ended December 31,
2007 an increase of $152,020.

FINANCING ACTIVITIES

Net cash provided in financing activities was $66,500 for the three months ended
December 31, 2008 as compared to zero for the three months ended December 31,
2007.

PRINCIPAL COMMITMENTS

As of June 1, 2007, the Company leased a new office space of 608 square feet
located at 7720 El Camino Real Suite 2E, Carlsbad, California 92009. These
facilities were leased at a monthly rental of $1,398.40 for the initial twelve
months and $1,453.12 for the second twelve months. This lease expires on June 1,
2009. At December 31, 2008, lease commitments, excluding property taxes and
insurance, are $7,265.60 for the year ended 2009. We believe that our existing
facilities are adequate to meet current requirements and that suitable
additional or substitute space will be available if needed.

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<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

At December 31, 2008, we did not have any transactions, obligations or
relationships that could be considered off-balance sheet arrangements.

ITEM 3. CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act of 1934 is recorded, processed, summarized and reported, within the time
periods specified in the rules and forms of the Securities and Exchange
Commission. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in the reports filed under the Exchange Act of 1934 is accumulated and
communicated to management, including its principal executive and financial
officers, as appropriate, to allow timely decisions regarding required
disclosure. The Company carried out an evaluation, under the supervision and
with the participation of the Company's management, including its principal
executive and financial officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures as of the end of
the period covered by this report. Based upon and as of the date of that
evaluation, the Company's principal executive and financial officer concluded
that the Company's disclosure controls and procedures are effective to ensure
that information required to be disclosed in the reports the Company files and
submits under the Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms.

CHANGES IN INTERNAL CONTROLS

There were no changes in the Company's internal controls or in other factors
that could have significantly affected those controls subsequent to the date of
the Company's most recent evaluation.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On March 25, 2005 a derivative lawsuit was filed by the Canadian Commercial
Workers Industry Pension Plan ("CCWIP"), a major stockholder of the Company. The
lawsuit was filed in the Court of Chancery of the State of Delaware against
former officers and directors of the Company, specifically Eric Alden, a former
CEO and CFO and Chairman of the Board, Harvey Bibicoff, a former interim CEO and
CFO and director, Lorne Pollock, former Vice President of Underwriting,
Secretary and director and Gordon Gregory, a former director alleging that these
officers and directors had damaged the Company by (a) engaging in self dealing
transactions in breach of their fiduciary duty of loyalty; (b) mismanaging the
Company in violation of their oversight duties and duty of care; (c) wasting
corporate assets; and (d) making fraudulent misrepresentations which induced the
corporate entity to issue shares to these individuals. The Company's Board of
Directors has elected to consent to the filing of this complaint. The Company
was named as a nominal defendant in this complaint.

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<PAGE>

On October 5, 2005, Mr. Gregory, Mr. Pollock, and the Company executed a
Settlement and Release Agreement regarding this action pursuant to which:

     o    Mr. Gregory returned to the Company 750,000 shares of common stock
          owned or controlled by him and cancelled two promissory notes of the
          Company totaling $100,000.

     o    Mr. Pollock returned to the Company 100,000 shares of common stock
          owned or controlled by him and repaid in cash to the Company $15,160.

     o    Mr. Pollock and Mr. Gregory were released from further action by the
          majority stockholder and the Company with respect to the claims made
          in the derivative lawsuit.

     o    Mr. Pollock and Mr. Gregory agreed to waive any and all further claims
          against the Company and the major stockholder.

The foregoing agreement was approved by the Court of Chancery in the State of
Delaware and was consummated in February 2006.

On September 1, 2006, the Company reached a settlement agreement with Mr.
Bibicoff resolving all current litigation between the Company and this
individual. The key terms to this settlement agreement were:

     o    The cancellation of promissory notes and accrued interest together
          totaling approximately $875,000 held by this individual.

     o    The dismissal of this individual from the derivative lawsuit filed in
          the Delaware Court of Chancery on March 16, 2005.

     o    The release of each party from any and all claims that could have been
          asserted by the other party in any of the actions dismissed as a
          result of this settlement agreement.

The foregoing agreement was approved by the Court of Chancery in the State of
Delaware and was consummated in November 2007.

Mr. Alden remains the sole defendant in this action, on November 7th 2007, Case
Financial assumed the role of plaintiff in the derivative action commenced
against Alden in March 2005 by CCWIPP.

On April 25th 2005, Mr. Alden filed a breach of contract lawsuit against the
Company in the Superior Court of the State of California for the County of Los
Angeles, Case Number BC 332373. This lawsuit had been stayed by the court
pending the outcome of the derivative action filed against Mr. Alden.

On April 12, 2006, Mr. Alden filed another lawsuit against Landmark American
Insurance Company and Case Financial, Inc. in the Superior Court of the State of
California for the County of Los Angeles, Case Number BC 336747 demanding
indemnification for costs associated with this derivative action. This lawsuit
is ongoing.

On April 19, 2006 Mr. Alden filed a wrongful termination lawsuit against the
Company in the Superior Court of the State of California, Case Number BC 350929.
This lawsuit had been stayed by the court pending the outcome of the derivative
action filed against Mr. Alden.

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<PAGE>

Mr. Alden has been directed by the court not to file any additional lawsuits
against the Company until the derivative action has been resolved.

On March 6, 2006 a lawsuit was filed in the Circuit Court of the 11th Judicial
Circuit for Miami-Dade County Florida, case number 07-06488CA 02 against the
Company by a law firm, for unpaid legal bills in the amount of $94,036. On
February 14, 2008 the Company entered into a settlement with the above law firm.
The settlement states that Case Financial shall pay the total sum of $72,500 in
equal monthly installments of $5,000. In the event of default the Company agreed
that the entire amount of $94,036 plus all accrued interest shall be due the law
firm.

On July 3rd, 2008, the company was served with a lawsuit that was filed in the
Superior Court of the State of California for the County of Los Angeles, Case
Number BC 391485, against the Company by Old CFI, Inc relating to (a) its
performance under the service agreement between the Company and Old CFI, Inc and
(b) the transfer of the Company's common stock from Old CFI, Inc to the secured
creditors of Old CFI, Inc by the CEO of Old CFI, Inc. The Company believes that
this lawsuit is completely without merit.

ITEM 2.  UNREGISTERED SALE OF EQUITY SECURITIES

On October 3, 2008, the Company received an extension on its funding
requirements from Trio Gold Corp. Under the terms of the extension, the Company
will be required to raise one million dollars ($1,000,000) for the project by
March 31, 2009, one million dollars ($1,000,000) by August 31, 2009, one million
dollars ($1,000,000) by December 31, 2009 and the final one million dollars
($1,000,000) by December 31, 2010. Case Financial, Inc. issued 250,000 shares of
its common stock to Trio Gold Corp. as consideration for this extension.

ITEM 3. DEFAULTS IN SENIOR SECURITIES

As of January 31, 2009, the Company is in default on the following notes:

     1.   Notes payable, uncollateralized, interest payable $150,000 monthly at
          12.0% per annum, due January 1, 2007. The Company is in default on
          this note.

     2.   Note payable, uncollateralized, interest payable $50,000 monthly at
          12.0% per annum, due January 1, 2007. The Company is in default on
          this note.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

The following documents are filed as part of this report:

Exhibit No.

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

31.2      Certification of Chief Financial Officer Pursuant to Section 302 of
          the Sarbanes Oxley Act of 2002

32        Certification Pursuant to Section 906 of the Sarbanes Oxley Act of
          2002

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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.



Dated: February 20, 2009                        Case Financial, Inc

                                                /s/ Michael Schaffer
                                                --------------------
                                                By: Michael Schaffer

                                                Its: Chief Executive Officer
                                                (Principal Executive Officer)


Dated: February 20, 2009                        /s/ Lawrence Schaffer
                                                ---------------------
                                                By: Lawrence Schaffer

                                                Its: Chief Financial Officer
                                                (Principal Financial Officer and
                                                 Principal Accounting Officer)




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