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

                                  FORM 10-QSB

                                   (MARK ONE)

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

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

                                       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 MAY 1, 2004 THERE WERE 16,561,108 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        13

Item 3.   CONTROLS AND PROCEDURES                                          26


                          PART II - OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS                                                26

Item 2.   CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER
          PURCHASES OF EQUITY SECURITIES                                   27

Item 6.   EXHIBITS, REPORTS ON FORM 8-K                                    27

SIGNATURES                                                                 27

<PAGE>

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
                             CASE FINANCIAL, INC. AND SUBSIDIARIES
                                  CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                                                        March 31,
                                                                       September 30,      2004
                                                                           2003        (Unaudited)
                                                                       ------------    ------------
ASSETS

<S>                                                                    <C>             <C>
  Cash                                                                 $    192,651    $    395,605

  Investments in contracts - net of allowance for contract losses of
  $258,289 at September 30, 2003 and $197,125 at March 31, 2004           2,265,112       2,267,907

  Loans receivable                                                          788,000         858,000

  Prepayments and other assets                                              317,571         263,325
  Receivables related parties, and other assets, net of impairment
  allowance of $131,431 at September 30, 2003 and $122,520 at
  March 31, 2004                                                            126,393          95,300

  Equipment, at cost, net of accumulated depreciation of $137,868
   at September 30, 2003 and $161,844 as March 31, 2004                      58,914          34,938

  Notes receivable from affiliate,net of impairment allowance of
  $810,000 at September 30,2003 and March 31, 2004                           23,209          23,068
                                                                       ------------    ------------

  TOTAL ASSETS                                                         $  3,771,850    $  3,938,143
                                                                       ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

  Accounts payable and accrued expenses                                $    474,434    $    534,660
  Loans payable - related parties                                         1,293,438       5,794,103
  Loans payable                                                           3,966,080         260,000
                                                                       ------------    ------------
  TOTAL LIABILITIES                                                       5,733,952       6,588,763

STOCKHOLDERS' EQUITY (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 16,561,108 issued (and to
   be issued) outstanding at March 31, 2004                                  15,561          16,561
  Paid-in-capital                                                         7,888,057       8,011,709
  Accumulated deficit                                                    (9,865,720)    (10,678,890)
                                                                       ------------    ------------
  TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                                (1,962,102)     (2,650,620)
                                                                       ------------    ------------
  TOTAL LIABILITIES AND
    STOCKHOLDERS' EQUITY (DEFICIENCY)                                  $  3,771,850    $  3,938,143
                                                                       ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                     CONSOLIDTATED STATEMENTS OF OPERATIONS
           For the three and six months ended March 31, 2003 and 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  Three Months     Three Months       Six Months       Six Months
                                                                 ended March 31,  ended March 31,   ended March 31,  ended March 31,
                                                                      2003             2004              2003             2004
                                                                  ------------     ------------      ------------     ------------
<S>                                                               <C>              <C>               <C>             <C>
REVENUE
  Contract fees                                                   $    117,415     $    154,008      $    234,403    $    307,834
  Service fees, related parties                                         22,809           11,679            45,225          23,524
                                                                  ------------     ------------      ------------    ------------
      TOTAL REVENUE                                                    140,224          165,687           279,628         331,358
                                                                  ------------     ------------      ------------    ------------
OPERATING EXPENSES
  Provision for losses on investments in contracts                      90,791           (9,383)          107,316         (18,174)
  Provision for impairment of notes and other receivables from
  affiliate                                                                 --               --                --          (8,911)
  General and administrative                                           493,188          399,970           977,109         760,172
  Sales and marketing                                                  136,652           57,277           280,424         141,339
                                                                  ------------     ------------      ------------    ------------
      TOTAL OPERATING EXPENSES                                         720,631          447,864         1,364,849         874,426
                                                                  ------------     ------------      ------------    ------------

  LOSS FROM OPERATIONS                                                (580,407)        (282,177)       (1,085,221)       (543,068)

OTHER INCOME (EXPENSE)
  Interest income                                                        4,653              169             7,229             171
  Interest expense                                                    (103,931)        (161,429)         (157,229)       (272,586)
  Miscellaneous Income                                                                    1,314                             2,314
                                                                  ------------     ------------      ------------    ------------
    TOTAL OTHER INCOME (EXPENSE)                                       (99,278)        (159,946)         (150,000)       (270,101)
                                                                  ------------     ------------      ------------    ------------
  NET LOSS                                                        $   (679,685)    $   (442,123)     $ (1,235,221)   $   (813,169)
                                                                  ============     ============      ============    ============

                 Net loss per common share - basic and diluted    $      (0.04)    $      (0.03)     $      (0.08)   $      (0.05)
                                                                  ============     ============      ============    ============
  Weighted average number of common shares - basic and diluted      15,561,108       15,730,507        15,561,108      15,730,507
                                                                  ============     ============      ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

<TABLE>
                             CASE FINANCIAL, INC. AND SUBSIDIARIES
                             CONSOLIDTATED STATEMENTS OF CASH FLOWS
                   For the three and six months ended March 31, 2003 and 2004
                                          (Unaudited)
<CAPTION>
                                                                     Six Months ended   Six Months ended
                                                                      March 31, 2003     March 31, 2004
                                                                      --------------     --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                   <C>                <C>
Net loss                                                              $   (1,235,221)    $     (813,169)
Adjustments to reconcile net loss to net cash used in operating
activities:
    Depreciation                                                              23,127             23,976
    Amortization of debt expense                                                  --             80,829
    Provision for losses on investments in contracts                         107,316            (18,174)
    Impairment of notes receivable of affiliate                                   --             (8,911)
    Common stock and options for compensation                                 59,767             82,986
    Warrants issued with debt                                                  8,882                 --
    Common Stock issued with debt                                                 --             41,666
    Changes in operating assets and liabilities                                   --                 --
      (Increase) decrease in prepayments and other assets                   (133,498)            13,421
      Increase (decrease) in accounts payable and other liabilities          (79,564)            60,226
                                                                      --------------     --------------
        Net cash used in operating activities                             (1,249,191)          (537,150)
                                                                      --------------     --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of short-term investments                                    (1,025,000)                --
    Redemptions of short-term investments                                    447,582                 --
    Investment in contracts -- advances                                   (1,225,708)          (426,916)
    Investment in contracts -- collections                                 1,061,215            442,293
    Increase in loans receivable - advances                                       --           (554,500)
    Decrease in loans receivable - collections                                    --            484,500
    Principal repayments on notes receivable from affiliate                    1,272                142
    Purchase of equipment                                                    (16,322)                --
                                                                      --------------     --------------
       Net cash used in investing activities                                (756,961)           (54,481)
                                                                      --------------     --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from borrowings                                               2,145,000            476,360
    Repayments of borrowings                                                 (83,520)          (285,837)
    Proceeds from related party borrowings                                   563,500          1,061,673
    Repayments of related party borrowings                                  (624,000)          (457,611)
                                                                      --------------     --------------
       Net cash provided by financing activities                           2,000,980            794,585
                                                                      --------------     --------------

NET (DECREASE) INCREASE IN CASH                                               (5,172)           202,954

CASH - BEGINNING OF PERIOD                                                   159,209            192,651
                                                                      --------------     --------------

CASH - END OF PERIOD                                                  $      154,037     $      395,605
                                                                      ==============     ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid during the nine month period for:
    Interest                                                          $      157,229     $      119,366
    Income taxes                                                      $        7,380     $        4,662

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
AND INVESTING ACTIVITIES:
    Warrants issued with debt in December 2002 and January 2003       $      103,098
    Common Stock issued with debt March 2004                                             $       41,666
</TABLE>


As of February 23, 2004, the Company appointed a new Chairman of the Board of
Directors who is also an officer, director and/or has a controlling interest in
several of the entities that had loans outstanding with the Company. As a
result, the Company has reclassified $3,896,603 from Loans Payable to Loans
Payable-Related Parties and advances and repayments under these loans have been
reflected as related party transactions for the three and six month periods
ended March 31, 2004.

          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2004

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
          part of the transaction,  Asia Web changed its name to Case Financial,
          Inc. and continued the business of the Company.  Case  Financial  Inc.
          and  its   subsidiaries,   Case  Financial,   LLC,  and  Case  Capital
          Corporation,   (collectively,   "Case"  or  the   "Company")   provide
          pre-settlement   litigation   funding   services  to  attorneys  (and,
          previously,   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 potential 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 its
          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 (Recourse Bridge 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 proceeds of
          the case, 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(TM) Program). The Company performs
          an internal  underwriting analysis 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.

          Revenue recognition:

          Contract fee income from  investments in contracts is recognized  once
          collection  is assured,  usually  upon receipt of cash after a case is
          settled or favorably adjudicated.  Selling commissions are expensed as

                                       6
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2004

          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
          predecessors  (Prior  CFI)  at the  time  of  the  merger.  Prior  CFI
          encompasses two entities including the prior Case Financial,  Inc. and
          its affiliate,  Case Financial Funding, Inc. The Company manages Prior
          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  15,730,507  for the three and six months ended March
          31,  2004.  For the three and six months  ended  March 31,  2003,  the
          weighted average number of common shares outstanding for computing the

                                       7
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2004

          basic and diluted loss per common share was  15,561,108.  The weighted
          average number of common shares outstanding does not include 8,807,500
          and 7,375,000  options and warrants  outstanding at March 31, 2004 and
          March 31, 2003, respectively, because they are antidilutive.

          Customer Concentrations

          As of March  31,  2004  and  March  31,  2003,  one law firm  customer
          represented  approximately  22% of the  portfolio  of  investments  in
          contracts and loans receivable, net of third party participations. For
          the six months ended March 31, 2004,  two other law firms  represented
          approximately 39% and 14%, respectively,  of the total revenue for the
          period.  For the six  months  ended  March  31,  2003,  two law  firms
          represented  approximately  24% and 20%,  respectively,  of the  total
          revenue 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 estimated settlement value.

          At September  30, 2003 and March 31, 2004,  investments  in contracts,
          net of allowance for contract losses,  were $2,265,112 and $2,267,907,
          respectively. Management reviews each case prior to making an advance.

          The Company  records fee income once  collection  is assured,  usually
          upon receipt of cash after the case is settled or  adjudicated.  Based
          on historical  data,  at March 31, 2004,  the Company  estimates  that
          unrecorded  fee income on all  outstanding  investments  in  contracts
          approximates  $1.1  million.  However,  no assurance can be given that
          these amounts will  eventually be 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 and six months  ended
          March 31, 2004 is as follows:

                                       Three          Six Months
                                    Months Ended        Ended
                                   March 31, 2004   March 31, 2004
                                    -------------   --------------
                Beginning balance     $2,664,547       $2,523,401
                Advances                  95,260          426,916
                Collections             (254,515)        (442,293)
                Write-Offs               (40,260)         (42,992)
                                    -------------   --------------
                Ending Balance        $2,465,032       $2,465,032
                                    =============   ==============

                                       8
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2004

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 and six
          months ended March 31, 2004 is as follows:

                                       Three          Six Months
                                    Months Ended        Ended
                                   March 31, 2004   March 31, 2004
                                    -------------   --------------
                Beginning balance      $832,500          $788,000
                New Loans               185,000           554,500
                Collections            (159,500)         (484,500)
                                   -------------   ---------------
                Ending Balance         $858,000          $858,000
                                   =============   ===============

          Included in loans receivable as of March 31, 2004 is $728,000 in loans
          to a single law firm for a group of similar  cases,  $658,000 of which
          have been funded  through  third party  investments.  These funds were
          advanced over a seven 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 within the current fiscal
          year.

NOTE 4:   DEBT

          On February  23,  2004,  the Company  appointed a new  Chairman of the
          Board  Directors  who  is  also  an  officer,  director  and/or  has a
          controlling  interest  in  several  of the  entities  that  had  loans
          outstanding  with the Company.  As a result,  as of March 31, 2004 the
          Company  has  reclassified  $3,896,603  from  Loans  Payable  to Loans
          Payable-Related Parties, for an aggregate amount of $5,794,103.  As of
          March 31, 2004, related party debt consists of the following:

            a.    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
                  originally  included 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 however such  registration  has not
                  yet been completed. 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  which
                  condition  was complied with in April 2003. On March 30, 2004,
                  in  conjunction  with  changes  the Company  implemented  with
                  respect to its senior  management  and its Board of Directors,
                  the lender of the $2,000,000, now a related party, agreed to a
                  deferral  on  interest   payments  and  a  suspension  of  any

                                       9
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2004

                  collection actions for defaults previously asserted under this
                  note,  including  the  failure to register  the common  shares
                  underlying  these  warrants  for  resale,  for a period of six
                  months, commencing with the interest payment that had been due
                  for February  2004. In  consideration  of this  deferral,  the
                  Company agreed to reduce the exercise price on the warrants to
                  purchase  1,000,000  shares of the common stock of the Company
                  at $0.80 to a revised  exercise price of $0.50 per share.  All
                  other terms of the warrants remain unchanged.  The increase in
                  the fair value of the  foregoing  warrants  as a result of the
                  reduction  in  the   exercise   price  shall  be  recorded  as
                  additional interest expense commencing April 2004.

            b.    In March 2004,  the Company  entered  into a $500,000  secured
                  loan  agreement  with  the same  lender  as  described  in the
                  foregoing  paragraph.  This loan is due and  payable in a lump
                  sum, inclusive of interest at the rate of 12% per annum, on or
                  before the sooner of the date the Company completes additional
                  equity  financings  aggregating  in excess of $3.0  million or
                  September 8, 2004. The loan is secured by a lien on all assets
                  of the Company. As additional consideration for this loan, the
                  Company is to issue  1,000,000  shares of its common  stock to
                  the  lender.  The fair value of the common  stock so issued is
                  being  charged to  interest  expense pro rata over the term of
                  the loan.

            c.    Effective January 1, 2003, an accredited investor which is now
                  a related  party  converted  an  investment  in the Company by
                  exchanging a four year,  9.85% per annum promissory note for a
                  four  year,  12%  per  annum  promissory  note  issued  by the
                  Company.  The  principal  amount  of the  promissory  note was
                  $150,000.  As part of the  conversion,  the Company  cancelled
                  four year  warrants to purchase  75,000 shares of common stock
                  at $0.60 per share, and issued four year warrants to purchase:
                  (i) 150,000  shares of common  stock at an  exercise  price of
                  $0.50 and (ii)  75,000  shares of common  stock at an exercise
                  price of $0.80. The Company also agreed to register the common
                  stock  underlying the warrants for resale.  On March 30, 2004,
                  in  conjunction  with  changes  the Company  implemented  with
                  respect to its senior  management  and its Board of Directors,
                  the lender  agreed to a deferral  on interest  payments  under
                  this note and a suspension of any collection actions for prior
                  defaults under this note, commencing with the payment that had
                  been  due for  January  2004 for a period  of six  months.  In
                  consideration  of this deferral,  the Company agreed to reduce
                  the exercise  price on warrants to purchase  75,000  shares of
                  the common stock of the Company at $0.80 to a revised exercise
                  price of $0.50  per  share.  All other  terms of the  warrants
                  remain  unchanged.  The  increase  in the  fair  value  of the
                  foregoing  warrants  as a  result  of  the  reduction  in  the
                  exercise  price  shall  be  recorded  as  additional  interest
                  expense commencing April 2004.

            d.    In May  2002  in  conjunction  with  the  acquisition  of Case
                  Financial  LLC,  the Company  assumed  $700,000  in  unsecured
                  promissory notes to two  stockholders  bearing interest at 8%,
                  $600,000 of which is due in May 2004 and $100,000 in May 2005.
                  On March 30,  2004,  the holder of the  $600,000  unsecured 8%
                  promissory note due May 2004 agreed to a six month deferral on
                  interest  payments  commencing with the interest  payment that
                  had been due for March  2004 and a deferral  of the  principal
                  payment to September 30, 2004. In addition,  the holder agreed
                  to a  suspension  of any  collection  actions  for  any  prior
                  defaults under this note.

                                       10
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2004

            e.    As of March 31, 2004, the Company had outstanding  $260,000 in
                  unsecured  promissory demand notes to stockholders  which bear
                  interest at twelve percent.  In addition,  holders of $140,000
                  of the  $260,000  of  these  demand  notes  also  agreed  to a
                  deferral  on  interest  payments  and  the  principal  payment
                  commencing  with the  interest  payment  due March  2004 for a
                  period of six months.  In addition,  these holders agreed to a
                  suspension of any collection  actions for defaults  previously
                  asserted under this note.

            f.    As of March 31,  2004,  the  Company's  obligation  to related
                  third party investors who provided  funding for investments in
                  contracts  and  loans   receivable  was  $2,184,103  of  which
                  $643,000 was for the Company's  Recourse  Bridge Loan Program.
                  Included in the  foregoing are  obligations  at March 31, 2004
                  totaling  $1,746,603  which were  reclassified  from unrelated
                  Loans Payable to Loans Payable-Related Parties. During the six
                  months  ended March 31, 2004,  the Company  received new loans
                  from related third party investors of $324,894 and the Company
                  made principal repayments to related third party investors for
                  closed cases of $314,197.  Contract  fees are presented net of
                  amounts  paid  to  third  party   participants.   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 six months ended March 31, 2004, the Company  increased its
          net obligation to unrelated third party investors who provided funding
          for  investments  in  contracts  and loans  receivable  by $150,000 to
          $210,000, after taking into account the reclassification of $1,746,603
          in obligations  from unrelated Loans Payable to Loans  Payable-Related
          Parties.  Of the $210,000  outstanding as of March 31, 2004,  $145,000
          was for the Company's  Recourse Bridge Loan Program.  Other than loans
          made under the Recourse  Bridge Loan Program which are recourse loans,
          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 50%-75% of the fees received.

NOTE 5:   CONTINGENCIES

          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 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
          asserted  a breach to this  settlement  agreement  and  ceased  making
          payments there under in November 2003. The Company  renegotiated  this
          agreement in April 2004 which modified the payment terms such that the

                                       11
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2003 AND 2004

          remaining  balance due of $60,000 shall be deferred  until the Company
          is  successful  in obtaining  an  additional  $5.0 million  dollars in
          equity  financing,  at  which  time the  balance  shall be paid in six
          monthly installments of $10,000 each. In addition,  the exercise price
          for the  options  to  purchase  250,000  shares  of  common  stock was
          increased  from $0.30 to $0.50 and is  exercisable  only if the market
          price for the Company's  common stock exceeds $0.85 per share and must
          be  exercised  if the  market  price for the  Company's  common  stock
          exceeds $1.10 per share.

NOTE 6:   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 $813,169 during the year and six months ended September
          30, 2003 and March 31, 2004,  respectively.  There was an  accumulated
          deficit  of  $10,678,890  as of  March  31,  2004,  total  liabilities
          exceeded  total assets by  $2,650,620  as of March 31,  2004,  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.  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.

          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.'s  and  Recourse  Bridge  Loan  programs.
          Completing  these  developments  has reduced the Company's  consulting
          expenses for  accountants  and attorneys.  Management has also shifted
          available  funding to the  Recourse  Bridge  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 Recourse  Bridge Loan Program and believes that it
          can attract  additional  funds to this program.  On February 26, 2004,
          the  Company  announced  that it had  made  changes  to its  Board  of
          Directors  and  senior  management  intended  to better  position  the
          Company  for growth  and future  financings.  These  changes  included
          appointment  of a new  Chairman of the Board,  who is also  associated
          with the Company's  principal lender, and three other new appointments
          to the Board of  Directors.  The Company also  appointed a new CEO who
          has served as a Director for three years as well as providing loans to
          the Company.  Since these changes were  effected,  the Company has: 1)
          secured an additional  $500,000 in financing  from one of its existing
          lenders;  2) obtained  six month  deferrals  on interest  payments and
          waivers of default from five of its related party lenders  aggregating
          $2,890,000  in  loans  to the  Company  and a total  interest  payment
          deferral of $149,000;  3) renegotiated a settlement agreement that was
          in  default  and;  4)  commenced  fund  raising  activities  including
          formation and funding of a limited liability company that will provide
          $1.0  million in  Recourse  Bridge  Loan  Program  funds to be offered
          through the Company.  Management is also continuing other 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.

                                       12
<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  10QSB  are
forward-looking. In particular, any statements made in this Form 10QSB 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 merger 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, once collection is assured,  usually upon receipt of
funds after  settlement or favorable  adjudication  of the case.  Collateralized
loans are classified on the balance sheet as "loans  receivable".  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.

      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

                                       13
<PAGE>

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.

      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
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 analysis 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 portion 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  which now  comprises  72% of our
investments in contracts porfolio.

      In August 2003, Case Capital Corporation began offering a new loan program
for short term bridge loans for attorneys  (Recourse  Bridge 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 Recourse Bridge 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.

      Since the  inception of Prior CFI in December 1998 through March 31, 2004,
we have funded over 1,980 advances and loans  representing an aggregate of $10.9
million in principal  amount of investments in contracts.  As of March 31, 2004,
approximately 84% of those cases have been resolved,  resulting in the return of
$9.05  million  cash  (representing  83% of  total  principal  advanced)  and an
annualized  return on investment of 73%,  including  principal  losses of 15% 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.

                                       14
<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 the conclusion of the case,  and only if such  litigation is
successful. We base the prices we charge on our underwriting and analysis 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  Recourse
Bridge  Loan  Program  funded  entirely by us, and ii) fees  generated  from the
resolution  of  successful  cases and through the  Recourse  Bridge 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 Prior CFI
(which  encompasses two entities including the prior Case Financial Inc. and its
affiliate,  Case Financial  Funding Inc.) under a Service Agreement entered into
in May 2002 as part of the reverse merger. Prior CFI has retained the underlying
investments  in these  portfolios so our fees are for  servicing the  investment
portfolios during their  liquidation.  The service fees we earn are equal to 15%
of the gross amount collected  (principal plus contract fee income) on behalf of
Prior CFI.

Critical Accounting Policies

      Revenue recognition:

      Contract  fee income from  investments  in contracts  is  recognized  once
collection  is assured,  usually upon receipt of cash after 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.

                                       15
<PAGE>

      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 (Recourse  Bridge 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 proceeds of the case,  assets of the  borrowers,  typically law firms and
attorneys,  as well as  personal  guarantees  from the  attorneys.  The  Company
performs an internal underwriting analysis as to the adequacy of the collateral.
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.

      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 principal 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 Prior 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  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:

                                       16
<PAGE>

      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.

      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 and six months ended March 31, 2004 compared
with the three and six months ended March 31, 2003

      Revenues:

      Revenues  consist  primarily of fees earned on  investments  in contracts,
which are recognized once  collection is assured,  usually 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
$165,687 for the three months ended March 31, 2004  compared  with  $140,224 for
the three months ended March 31,  2003,  an increase of $25,463 or 18.2%.  Total
revenues  aggregated  $331,358 for the six months ended March 31, 2004  compared
with total  revenues of $279,628  for the six months  ended March 31,  2003,  an
increase of $51,730 or 18.5%.

      Contract Fees

      Contract fee revenues  were  $154,008 for the three months ended March 31,
2004  compared  with  $117,415 for the three  months  ended March 31,  2003,  an
increase of $36,593 or 31.2%.  For the six months ended March 31, 2004 and 2003,
contract fee revenues  were $307,834 and $234,403  respectively,  an increase of
$73,431 or 31.3%.

      The  increase in contract  fee revenues for the three and six months ended
March 31, 2004 is  attributable  to the Company's  realization  of revenues from
cases  that were  initiated  after May 24,  2002 with  capital  provided  by the
reverse  merger as  opposed to the three and six months  ended  March 31,  2003,
during  which  period the Company had limited  time to realize  revenue from new
cases initiated subsequent to the reverse merger. At March 31, 2004, the Company
estimates that  unrecorded  fee income on  outstanding  investments in contracts
(i.e. open cases not yet resolved)  approximated $1.1 million, which the Company
expects will resolve  within the next 12-15  months.  This  estimate is based on

                                       17
<PAGE>

historical  performance  and includes a provision for losses and  settlements at
amounts less than contracted fees, however, no assurance can be given that these
amounts will eventually be realized.

      Service Fees

      Service fee  revenues  were  $11,679 for the three  months ended March 31,
2004 compared with $22,809 for the three months ended March 31, 2003, a decrease
of $11,130 or 48.8%.  For the six months ended March 31, 2004 and 2003,  service
fee  revenues  were $23,524 and $45,225  respectively,  a decrease of $21,701 or
48.0%.

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

      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 once collection is assured,  usually 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
$9,383 for the three  months  ended  March 31,  2004 as opposed to an expense of
$90,791 for the three months ended March 31, 2003.  Accordingly,  the  provision
for losses on  investments  in  contracts  decreased  by $100,174  for the three
months  ended March 31, 2004 as compared  with the three  months ended March 31,
2003. For the six months ended March 31, 2004 and 2003, the provision for losses
decreased by $125,490 from an expense of $107,316 for the six months ended March
31, 2003 to a credit of $18,174 for the six months ended March 31, 2004.

      The  Company  only  records  a  provision  for  losses on  investments  in
contracts  funded by Company funds thereby  excluding  investments  in contracts
funded  by third  party  investors.  Although  the  balance  of  investments  in
contracts (without regard to the reserve for contract losses) increased $930,505
to $2,465,032 at March 31, 2004 from  $1,534,527 at March 31, 2003,  this growth
occurred  principally as a result of the growth of the L.E.G.s  program which is
largely funded through third parties. As a result, the Company's aggregate third
party  participation  in  investments  in  contracts  increased   $1,436,103  to
$1,606,103 at March 31, 2004 from $170,000 at March 31, 2003.  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 a provision
for losses on investments in contracts  decreased  $505,598 to $858,929 at March
31, 2004 from $1,364,527 at March 31, 2003.

                                       18
<PAGE>

      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 six months ended March 31, 2004.  This occurred as a result of
the Company's reversal of a receivable from Prior CFI previously written off and
subsequently collected.

      General and Administrative

      General and administrative  costs and expenses were $399,970 for the three
months ended March 31, 2004 as compared with $493,188 for the three months ended
March 31, 2003.  Accordingly,  general and administrative  expenses decreased by
$93,218 or 18.9% for the three months ended March 31, 2004 as compared  with the
three months  ended March 31, 2003.  For the six months ended March 31, 2004 and
2003, general and administrative costs were $760,172 and $977,109, respectively,
a decrease of $216,937 or 22.2%.

      The decrease in general and administrative  costs and expenses for the six
months ended March 31, 2004 as compared with the six months ended March 31, 2003
is primarily  attributable to significant  reductions in legal costs of $150,000
as a result of the Company's  completing  development of the Company's core loan
programs.   Further,  the  Company  has  taken  significant  steps  to  decrease
administrative  overhead costs through personnel and management cost reductions.
In addition,  in  conjunction  with the  Company's  new L.E.G.s  program,  a ten
percent fee is collected  from certain  clients 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 six
months ended March 31, 2004.

      Sales and Marketing

      Sales and marketing expenses were $57,277 for the three months ended March
31,  2004 as  compared  with  $136,652  for the three  months  March  31,  2003.
Accordingly,  sales and marketing  expenses  decreased  $79,375 or 58.1% for the
three months ended March 31, 2004 as compared  with the three months ended March
31, 2003. For the six months ended March 31, 2004 and 2003,  sales and marketing
expenses  were $141,339 and  $280,424,  respectively,  a decrease of $139,085 or
49.6%.   The  decrease  is  primarily  from  a  reduction  in  sales  personnel,
advertising and promotional costs as the Company continues its efforts to reduce
operating losses and cash expenditures.

      Other Income (Expense):

      Interest Expense

      Interest  expense was  $161,429 for the three months ended March 31, 2004,
as  compared  with  $103,931  during  the three  months  ended  March 31,  2003.
Accordingly, interest expense increased $57,498 for the three months ended March
31, 2004 as compared  with the three months  ended March 31,  2003.  For the six
months  ended  March 31,  2004 and  2003,  interest  expense  was  $272,586  and
$157,229, respectively, an increase of $115,357.

      The increase in interest  expense for the three and six months ended March
31, 2004  compared  with the three and six months  ended March 31, 2003  results
primarily  from the interest  expense  attributable  to the  $2,000,000 12% note
payable  agreement  entered into by the Company in December 2002, the additional
borrowings from related parties used for the expansion of the Company's Recourse
Bridge Loan Program,  as well as the non-cash  interest expense  attributable to
the 1,000,000  shares of the Company's  common stock to be issued in conjunction
with the $500,000 secured term loan from a related party in March 2004.

                                       19
<PAGE>

      Contingencies

      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 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  asserted a breach to this  settlement
agreement and ceased making  payments there under in November  2003.The  Company
renegotiated  this agreement in April 2004 which modified the payment terms such
that the remaining balance due of $60,000 shall be deferred until the Company is
successful in obtaining an additional $5.0 million dollars in equity  financing,
at which time the balance shall be paid in six monthly  installments  of $10,000
each. In addition, the exercise price for the options to purchase 250,000 shares
of common stock was increased from $0.30 to $0.50 and is exercisable only if the
market price for the Company's  common stock exceeds $0.85 per share and must be
exercised if the market price for the  Company's  common stock exceeds $1.10 per
share.

      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 ability to continue as a going concern. Management has
acted to reduce  overhead  and  increase  revenues.  During the six months ended
March 31,  2004,  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.'s and Recourse Bridge 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 Recourse
Bridge  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 Recourse Bridge Loan program. Management believes
that it can continue to attract  additional  funds to the  Recourse  Bridge Loan
program.  Management is also continuing  other 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.

      During the six months ended March 31, 2004,  an officer and two  directors
loaned $260,000 to the Company payable on demand  including  interest at 12% per
annum.

      On February 26, 2004,  the Company  announced  that it had made changes to
its Board of Directors  and senior  management  intended to better  position the
Company for growth and future financings.  These changes included appointment of
a new Chairman of the Board, who is also associated with the Company's principal
lender,  and three other new  appointments to the Board  Directors.  The Company
also appointed a new CEO who has served as a Director for three years as well as
providing loans to the Company.  Since these changes were effected,  the Company

                                       20
<PAGE>

has: 1) secured an  additional  $500,000 in  financing  from one of its existing
lenders;  2) obtained six month deferrals on interest  payments from five of its
related party lenders aggregating $2,890,000 in loans to the Company and a total
interest  payment deferral of $149,000;  3) renegotiated a settlement  agreement
that  was in  default  and;  4)  commenced  fund  raising  activities  including
assisting in the formation of a limited liability company that will provide $1.0
million  in  Recourse  Bridge  Loan  Program  funds to be  offered  through  the
Company.The Company's balance sheet at March 31, 2004 reflects cash of $395,605,
an increase of $202,954 for the six months then ended.  As of March 31, 2003 the
Company's balance sheet reflected cash and investments of $731,455,  an increase
of $572,246 for the six months then ended. Net cash used in operating activities
was $537,150  for the six months ended March 31, 2004 as compared to  $1,249,191
for the six months ended March 31, 2003.  The decrease in cash used in operating
activities  of $712,041  for the six months  ended March 31, 2004 as compared to
the same period for the prior year is primarily  attributable  to the  Company's
reduction in net loss of $463,718, reductions in prepayments and other assets of
$146,919 and increases in accounts payable and other liabilities of $139,790.

      The Company made contract advances for the six months ended March 31, 2004
of $426,916, a decrease of $798,792 from advances of $1,225,708 made for the six
months ended March 31, 2003. The Company's collections on resolved cases for the
six months ended March 31, 2004 were $442,293,  compared with $1,061,215 for the
six months ended December 31, 2003, a decrease of $618,922. Advances declined as
a result of the Company's  limited cash resources during the current fiscal year
as  well  as  the  Company's  emphasis  on its  Recourse  Bridge  Loan  Program.
Collections have decreased primarily due to the fact that the Company's advances
under the new L.E.G.s  program  which  commenced in the quarter  ended March 31,
2003 increased  significantly in the quarters ending June 30, 2003 and September
2003 and for  which the  Company  estimates  a 12 month  collection  cycle.  The
Company anticipates increased collections under its current portfolio during the
next 180 days.

      During the six months ended March 31, 2004, the Company advanced  $554,500
under its Recourse Bridge Loan Program and received collections during this same
period of $484,500 from this program. There was no comparable program during the
six months ended March 31, 2003.

      During the six months ended March 31, 2004, the Company borrowed  $293,139
from three  related  parties and $25,000 from an unrelated  party in the form of
demand notes after taking into account the reclassifications  discussed.  During
the same  period,  the  Company  repaid  $123,438 in short term loans from prior
periods and $25,000 of the unrelated party borrowings from within the period and
$35,173 of the related party borrowings from within the period.

      In March 2004, the Company  borrowed  $500,000  pursuant to a secured loan
agreement  with a related  party.  This loan is due and  payable  in a lump sum,
inclusive  of interest at the rate of 12% per annum,  on or before the sooner of
the date the Company  completes  additional  equity  financings  aggregating  in
excess of $3.0 million or  September  8, 2004.  The loan is secured by a lien on
all assets of the  Company.  As  additional  consideration  for this  loan,  the
Company is to issue 1,000,000 shares of its common stock to the lender. The fair
value of the common  stock so issued is being  charged to  interest  expense pro
rata over the term of the loan.

                                       21
<PAGE>

      During the six months  ended March 31,  2004,  the Company  increased  its
obligations under 3rd party investments by $160,697 as follows:

                                                   Unrelated
                                Related Party        Parties          Total
                                -------------        -------          -----
Balance at October 1, 2003        $   470,000    $ 1,763,406    $ 2,233,406

New 3rd party advances                266,500        453,394        719,894
Repayments                           (299,000)      (260,197)      (559,197)
Reclassifications  as of  March
31, 2004                            1,746,603     (1,746,603)            --
                                  -----------    -----------    -----------

Balance at March 31, 2004         $ 2,184,103    $   210,000    $ 2,394,103
                                  ===========    ===========    ===========


      The Company does not have any material capital expenditure  commitments as
of March 31, 2004.

      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.

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

                                       22
<PAGE>

counsel,  the assessment of fault,  the legal nature of the claim and the amount
of damages. Although the Company seeks to weigh such uncertainties when it makes
the  underwriting  decision,  there can be no assurance  that the outcome of any
given litigated claim will be as predicted whether or not the probabilities were
correctly  assessed.  The vagaries of litigation may result in judgments against
the  Company's  interests,  settlements  for lower  amounts than  predicted,  or
failures to reach  settlements.  Although  the Company  maintains  reserves  for
contract losses which management believes are adequate, such outcomes would have
a  negative  impact  on  the  Company's  business,   prospects  and  results  of
operations.

THE COMPANY HAS LIMITED OPERATING HISTORY AND LACK OF PROFITABILITY

      The Company  was formed in 1998 and,  due to working  capital  limitations
since its  inception,  has been  limited in its ability to scale its  investment
portfolio.  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.

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.

                                       23
<PAGE>

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.

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.

                                       24
<PAGE>

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
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 March  31,  2004 the  Company  had  issued  (and to be  issued)  and
outstanding  16,561,108 shares of common stock,  outstanding options to purchase
3,332,500  additional shares of common stock, and warrants to purchase 5,475,000
additional  shares of common  stock.  The existence of such options and warrants
may  adversely  affect the market  price of the  Company's  common stock and the
terms under which the Company obtains additional equity capital.

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

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

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

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

      o     government  regulatory  action  affecting the Company's  services or
            competitors' services;

      o     actual or anticipated fluctuations in operating results;

      o     the loss of key management or other personnel;

      o     the loss of major customers;

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<PAGE>

      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-15(e)
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 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 renegotiated this agreement in
April 2004 which modified the payment terms such that the remaining  balance due
of $60,000  shall be deferred  until the Company is  successful  in obtaining an
additional $5.0 million dollars in equity  financing,  at which time the balance
shall be paid in six monthly  installments  of $10,000  each.  In addition,  the
exercise  price for the options to purchase  250,000  shares of common stock was
increased  from $0.30 to $0.50 and is  exercisable  only if the market price for
the Company's  common stock exceeds $0.85 per share and must be exercised if the
market price for the Company's common stock exceeds $1.10 per share.

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ITEM 2.     CHANGES IN SECURITIES AND  SMALL BUSINESS ISSUER PURCHASES OF EQUITY
            SECURITIES

      None

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.

(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.

CASE FINANCIAL, INC.

By:   /s/
      ------------------------------
      Harvey Bibicoff
      Chief Executive Officer
      (Principal Executive Officer)

Date: May 14, 2004

By:   /s/
      ------------------------------
      Harvey Bibicoff
      Chief Financial Officer
      (Principal Accounting Officer)

Date: May 14, 2004

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