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, 2005

                                       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.)


               5950 La Place Court, Suite #155, Carlsbad, CA 92008
               ---------------------------------------------------
                    (Address of principal executive offices)


                                 (760) 804-1449
              (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 issuer 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, 2005 THERE WERE 24,019,236 SHARES OF COMMON STOCK OUTSTANDING.

Transitional Small Business Disclosure Format (check one). Yes |_| No |X|
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                         PART I - FINANCIAL INFORMATION


Item 1.        FINANCIAL STATEMENTS                                           2

Item 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION     12

Item 3.        CONTROLS AND PROCEDURES                                       18

                           PART II - OTHER INFORMATION


Item 1.        LEGAL PROCEEDINGS                                             18

Item 5.        OTHER INFORMATION                                             20

Item 6.        EXHIBITS                                                      20

SIGNATURES                                                                   20


                                       1
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

                                                                  MARCH 31, 2005
                                                                   ------------
ASSETS

Cash and cash equivalents                                          $    243,799

Investments in contracts - net of allowance
  for contract losses of $496,761                                     1,862,617

Loans receivable - net of allowance for bad
  debts of $99,851                                                      189,608

Prepayments and other assets                                            206,869

Receivables and other assets, related parties,
  net of impairment allowance of $122,520                                15,398

Equipment, at cost, net of accumulated
  depreciation of $188,033                                               10,992
                                                                   ------------
TOTAL ASSETS                                                       $  2,529,283
                                                                   ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Accounts payable and accrued expenses                              $    886,817

Non recourse loans payable - related parties                          1,485,679

Non recourse loans payable                                              279,546

Convertible dentures payable                                            268,664

Loans payable - related parties                                       3,460,000

Loans payable                                                           270,000
                                                                   ------------
TOTAL LIABILITIES                                                     6,650,707
                                                                   ------------
STOCKHOLDERS' DEFICIENCY

Common stock, par value $0.001 per share,
  100,000,000 shares authorized, 24,019,236
  shares issued and outstanding                                          24,019

Paid-in-capital                                                       9,033,606

Accumulated deficit                                                 (13,179,049)
                                                                   ------------

TOTAL STOCKHOLDERS' DEFICIENCY                                       (4,121,423)
                                                                   ------------

                                                                   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                     $  2,529,283
                                                                   ============

          See accompanying notes to consolidated financial statements.


                                        2
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                             Three months    Three Months     Six months      Six Months
                                                 ended           ended           ended           ended
                                            March 31, 2005  March 31, 2004  March 31, 2005  March 31, 2004
                                             ------------    ------------    ------------    ------------
<S>                                          <C>             <C>             <C>             <C>
REVENUE

  Contract fees                              $     37,624    $    154,008    $     71,027    $    307,834

  Service fees, related parties                     1,800          11,679           4,392          23,524
                                             ------------    ------------    ------------    ------------
     TOTAL REVENUE
                                                   39,424         165,687          75,418         331,358

OPERATING EXPENSES

  Provision for losses on investments
   in contracts                                    34,024          (9,383)         34,024         (18,174)

  Provision for impairment of notes
   and other receivables from affiliate                --              --              --          (8,911)

  General and administrative                      207,656         399,970         457,887         760,172

  Sales and marketing                                  --          57,277           3,542         141,339

                                             ------------    ------------    ------------    ------------
     TOTAL OPERATING EXPENSES
                                                  241,679         447,864         495,453         874,426
                                             ------------    ------------    ------------    ------------
  LOSS FROM OPERATIONS
                                                 (202,255)       (282,177)       (420,035)       (543,068)

OTHER INCOME (EXPENSE)

  Interest income                                      91             169             381             171

  Interest expense                                (99,632)        (93,540)       (207,334)       (179,221)

  Non-cash finance expenses                       (53,784)        (26,223)       (107,903)        (51,699)

  Miscellaneous Income                                 --           1,314              --           2,314
                                             ------------    ------------    ------------    ------------


     TOTAL OTHER INCOME (EXPENSE)                (153,325)       (118,280)       (314,856)       (228,435)
                                             ------------    ------------    ------------    ------------
  NET LOSS                                   $   (355,580)   $   (400,457)   $   (734,891)   $   (771,503)
                                             ============    ============    ============    ============

  Net Loss per common share

           Basic and diluted                        (0.02)          (0.02)          (0.04)          (0.05)
                                             ============    ============    ============    ============
  Weighted average number of common shares

           Basic and diluted                   17,485,903      16,188,629      17,250,005      16,188,629
                                             ============    ============    ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                    Six months     Six months
                                                                   ended March    ended March
                                                                     31, 2005       31, 2004
                                                                   -----------    -----------
<S>                                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                           $  (734,891)   $  (771,503)
Adjustments to reconcile net loss to net cash used in operating
activities:

      Depreciation                                                      11,960         23,976

      Amortization of Debt Premium                                      37,914         80,829

      Provision for losses on investments in contracts                  34,024        (18,174)

      Impairment of notes receivable of affiliate                           --         (8,911)

      Amortization warrants issued with debt                            54,864             --

      Beneficial conversion feature expense                                797             --

      Common stock and options for compensation                             --         82,986

  Changes in operating assets and liabilities                               --             --

          Decrease in prepayments and other assets                      21,067         13,421

          Increase in accounts payable and other liabilities            33,047         60,226
                                                                   -----------    -----------

             Net cash used in operating activities                    (540,022)      (537,150)
                                                                   -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

        Investment in contracts  -- advances and loans                      --       (426,916)

        Investment in contracts  -- collections                        155,526        442,293

        Increase in loans receivable-advances                               --       (554,500)

        Decrease in loans receivable - collections                     601,572        484,500

        Principal repayments on notes receivable from affiliate             --            142

        Purchase of equipment                                           (2,881)            --
                                                                   -----------    -----------

             Net cash used in (provided by) investing activities       754,217        (54,481)
                                                                   -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

     Proceeds from borrowings                                               --        420,000

     Proceeds from issuance of stocks                                  490,000             --

     Repayments of borrowings                                           (1,476)      (270,000)

     Proceeds from related party borrowings                             70,850      1,118,033

     Repayments of related party borrowings                           (563,153)      (473,448)
                                                                   -----------    -----------

           Net cash provided by (used in) financing activities          (3,779)       794,585
                                                                   -----------    -----------
NET INCREASE IN CASH
                                                                       210,416        202,954


CASH - BEGINNING OF PERIOD                                              33,383        192,651
                                                                   -----------    -----------

CASH - END OF PERIOD                                               $   243,799    $   395,605
                                                                   ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the six month period for:
     Interest                                                      $        --    $   119,366
     Income taxes                                                  $     2,755    $     4,662
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
              Notes to Unaudited Consolidated Financial Statements
                For the three and six months ended March 31, 2005

NOTE 1: NATURE OF ACTIVITIES

Case  Financial,   Inc.  was  incorporated  in  1998  and  completed  a  reverse
acquisition 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  and  post-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  have  included  advances  to  attorneys  and
previously,  plaintiffs,  which are  non-recourse,  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  records  such
advances as investments in contracts.

In April 2003, Case Capital  Corporation  became a licensed  California  finance
lender and making  interest-bearing  short-term  collateralized  loans (Recourse
Bridge Loan  Program) to attorneys for cases which have settled but are awaiting
disbursement of settlement proceeds. The Company charges loan fees in connection
with these loans.  In  addition,  interest is charged on these loans if they are
not repaid by a specified  date.  These term loans are  typically  recourse  and
collateralized  by the  proceeds  of the  case  as  well  as the  assets  of the
borrowers,  typically law firms and attorneys,  and personal guarantees from the
attorneys. These loans are recorded by the Company as Loans Receivable.

At a Board of Directors  meeting held October 7, 2004,  five directors  resigned
from the Board and an officer of the Company relinquished his positions as Chief
Executive  Officer  and Chief  Financial  Officer  of the  Company.  At the same
meeting,  the Board of  Directors  appointed  five  directors  to fill the seats
created by submission of  resignations  effective as of the  adjournment  of the
meeting  and a new  Chairman  of the Board of  Directors  was  appointed  in the
meeting.

The Company has experienced  substantial  operating  losses since completing its
reverse acquisition with Asia Web and, as a result, depleted its working capital
available for new advances under its loan  programs.  The new Board of Directors
and management is evaluating the viability of its litigation  financing business
and, if determined not viable, will seek out new business opportunities.  In the
interim,  management  efforts  are being  focused  on  maximizing  revenues  and
collections on existing investments in addition to raising additional capital to
provide the Company needed cash resources to either resume its existing business
or pursue new opportunities

Operations are conducted from leased premises in Carlsbad, California.

Basis of presentation:

The accompanying  unaudited condensed  consolidated interim financial statements
have  been  prepared  in  accordance  with  the  rules  and  regulations  of the
Securities and Exchange  Commission for the  presentation  of interim  financial
information,  but do not include all the information  and footnotes  required by
generally accepted accounting principles for complete financial statements.  The
audited consolidated  financial statements for the year ended September 30, 2004
were filed on February 2, 2005 with the Securities  and Exchange  Commission and
are hereby referenced. In the opinion of management,  all adjustments considered
necessary for a fair presentation have been included.  Operating results for the
three and six months ended March 31, 2005 are not necessarily  indicative of the
results  that may be  expected  for the  year  ended  September  30,  2005.  The
accompanying  financial  statements  include the accounts of Case Financial Inc.
and its  subsidiaries  Case Financial,  LLC, and Case Capital  Corporation.  All
significant   inter-company   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 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.  These
advances from third party investors are recorded as loans payable, non recourse.
Contract fees are presented net of amounts paid to third party participants.


                                       5
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
              Notes to Unaudited Consolidated Financial Statements
                For the three and six months ended March 31, 2005

The Company has  established an allowance for investments in contracts and loans
receivable that may become uncollectible.  Theses allowances are maintained at a
level  which,  in  management's  judgment,  is adequate to absorb  losses in the
contract investment portfolio.

No allowance is recorded for investments in contracts or loans receivable to the
extent funded through third party investments as the risk of loss is born by the
investor and, in the event of such loss, the loans payable non recourse accounts
would be reduced pro rata with the loss recorded.

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 two entities
including  the prior Case  Financial,  Inc. and its  affiliate,  Case  Financial
Funding,   Inc  ("Old  CFI").  The  Company  manages  Old  CFI's  portfolios  of
investments  for a fee equal to 15% of gross  amounts  collected  on its behalf.
Further,  in February  2005,  the Company has acquired a 65.63%  interest in the
outstanding  case portfolio of Case Financial  Funding Inc., a subsidiary of Old
Case. This investment was recorded by the Company as investment in contracts.

Use of estimates:

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management 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
and loans  receivable.  Because of the inherent  uncertainties in estimating the
allowance for losses on  investments  in contracts and loans  receivable,  it is
likely that the Company's estimate of the allowance for losses on investments in
contracts and loans receivable will change as circumstances become better known.
Management closely monitors the progress of each case in order to reevaluate its
estimate of uncollectible investments in contracts and loans receivable.

RECLASSIFICATIONS

Certain  comparative  amounts have been reclassified to conform with the current
year's presentation.

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  17,485,903  and
17,250,005 for the three month period and six month period ending March 31, 2005
respectively  and  16,188,629  for both basic and diluted loss per share for the
three months and six months ended March 31, 2004. The weighted average number of
common shares  outstanding does not include  4,935,833 and 8,807,500 options and
warrants outstanding at March 31, 2005 and 2004, respectively,  because they are
anti-dilutive.

CUSTOMER CONCENTRATIONS

As of March 31, 2005, one law firm customer represented approximately 60% of the
portfolio of investments in contracts and loans  receivable.  For the six months
ended March 31, 2005, two other law firms represented approximately 54% and 19%,
respectively of the total revenue for the period.

NOTE 2: INVESTMENTS IN CONTRACTS

At March 31, 2005,  investments  in  contracts,  net of  allowance  for contract
losses of $496,761, were $ 1,862,617.


                                       6
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
              Notes to Unaudited Consolidated Financial Statements
                For the three and six months ended March 31, 2005

The Company's investment in contracts consists of investments funded through the
Company's own cash resources as well as investments  funded through non recourse
loans payable from third parties. 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.

On February 28, 2005, the Company  purchased a 65.63%  interest in the remaining
case portfolio of Case Financial Funding, Inc, a subsidiary of Old Case ("CFF"),
by acquiring  65.63% of the secured  notes issued by CFF that provide the holder
with a secured  interest  in the  proceeds of the  outstanding  cases of CFF. As
consideration for this purchase,  the Company issued a convertible  debenture in
the amount $287,000. The principal amount of the debenture is due and payable in
full two years from the date of issue unless  converted into common stock of the
Company at a conversion  price of $0.15 per share.  The Company has the right at
anytime,  after one year, to require  conversion of the debenture into shares of
common stock at $0.15 per share,  provided  that: the stock at anytime trades at
30 cents or higher for a  consecutive  period of 30 trading  days.  Interest  is
payable semi-annually at a rate of 5% per annum.

The Company records fee income once collection is assured,  usually upon receipt
of cash, after the case is settled or successfully adjudicated.

A summary of the activity in investments  in contracts  (excluding the allowance
for  contract  losses)  for the three and six months  ended March 31, 2005 is as
follows:

                                 Three Months Ended            Six Months Ended
                                   March 31, 2005               March 31, 2005
                                 ----------------------------------------------
Beginning Balance                $        2,050,378            $      2,227,904
Adjustments to Receivables                   35,000                      35,000
Purchase of CFF portfolio                   287,000                     287,000
Collections                                 (13,000)                   (190,526)
Write-Offs                                        0                           0
                                 ----------------------------------------------
Ending Balance                   $        2,359,378            $      2,359,378
                                 ==============================================

In conjunction  with new management's  investigation of the Company's  finances,
outside  counsel has been  retained to pursue  collection on the majority of the
Company's  portfolio of  investments  in contracts and loans  receivable and the
allowance  for contract  losses for both loans  receivable  and  investments  in
contracts  has been  increased to an amount equal to the  principal  and accrued
revenue balances  outstanding as of March 31, 2005 on all non third party funded
loans  receivable  and  investments  in contracts  less  collections  to date. A
summary of allowance for contract losses is as follows:

                                 Three Months Ended            Six Months Ended
                                   March 31, 2005               March 31, 2005
                                 ----------------------------------------------
Beginning Balance                $          462,737            $        462,767

Increases to the Allowance                   34,024                      34,024
                                 ----------------------------------------------
Ending Balance                   $          496,761            $        496,791
                                 ==============================================

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  excluding  the allowance for bad
debts of $ 99,851  for the  three and six  months  ended  March  31,  2005 is as
follows:


                                       7
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
              Notes to Unaudited Consolidated Financial Statements
                For the three and six months ended March 31, 2005

                                 Three Months Ended            Six Months Ended
                                   March 31, 2005               March 31, 2005
                                 ----------------------------------------------
Beginning Balance                $          477,716            $        891,031

New Loans                                         0                           0

Collections                                (188,257)                   (601,572)
                                 ----------------------------------------------
Ending Balance                   $          289,459            $        289,459
                                 ==============================================

Included  in loans  receivable  as of March 31,  2005 is  $170,000 in loans to a
single law firm for a group of similar cases, $100,000 of which have been funded
through third party investments.  In addition,  as of March 31, 2005 the Company
had  accrued  revenue to  accounts  receivable  of  $206,338  on these cases and
collected  $132,276  as of March 31,  2005.  These  funds were  advanced  over a
seven-month period while the cases were in the process of settling.  The Company
had received notification that the settlements are now substantially complete on
these cases  however there have been  numerous  legal delays in obtaining  final
court approval for disbursement of funds.  Accordingly,  the Company has entered
into an agreement  with PCI LLC,  the  principal  third party  investor in these
cases, and a related party through its affiliation with a major stockholder,  to
oversee  collection of the remaining  balances under these cases.  Further,  the
Company has  increased  its  allowance  for bad debts by $99,851 as of March 31,
2005  representing  100%  of  uncollected   principal  and  accrued  fees  still
outstanding.

NOTE 4: LOANS PAYABLE, RELATED PARTIES

As of March 31, 2005, related party debt consists of the following:

<TABLE>
<S>                                                                                  <C>
Non recourse loans payable - Notes to major stockholders, officers and directors
collateralized by specifically identified investments in contracts, payable upon
settlement of the related investments in contracts plus either 75% or 50% of the
fee income earned thereon. Repayment of these notes is contingent upon recovery
of the specifically identified investments in contracts.                             $  1,485,679

Note payable to major stockholder, uncollateralized, interest
payable monthly at 12.0% per annum, due December 12, 2006(1)                            2,000,000

Secured note payable, major shareholder,  secured by a lien on all assets of the
Company,  interest  payable  monthly at 12.0% per annum,  due September 8, 2004,
This note payable is currently in default. (2)                                            500,000

Note payable, unsecured,  payable May 23, 2004 plus interest at
8% per annum. This note payable is currently in default (3)                               600,000

Notes payable, uncollateralized, interest payable monthly at
12.0% per annum, due January 1, 2007 (4)                                                  150,000

Promissory demand notes, unsecured , interest payable monthly
at 12.0% per annum (5)                                                                    140,000

Loan payable, unsecured, to a former director                                              70,000
                                                                                     ------------
                                                                                     $  4,945,679
                                                                                     ============
</TABLE>

(1) This loan also 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.  CCWIPP agreed to a deferral on interest payments and a suspension of any
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 date of 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.  The  Company is in default on this loan and
has been unable to resume interest subsequent to the expiration of this deferral
in July 2004 and, as of March 31, 2005, total accrued interest totaled $279,452.


                                       8
<PAGE>

(2) In March 2004,  the Company  entered into a $500,000  secured loan agreement
with the  CCWIPP.  This loan was 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 had completed 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 issued 1,000,000
shares of its common stock to the lender. The market value as of the date of the
loan of the common  stock  issued has been  amortized  over the life of the loan
resulting  in a charge for three  months  ended  March 31,  2005 of  $450,000 to
non-cash  finance  expense.  The  Company is in default on this loan and,  as of
March 31, 2005, total accrued interest totaled $63,833.

(3) In May 2002 in conjunction  with the  acquisition of Case Financial LLC, the
Company assumed $700,000 in unsecured  promissory notes, bearing interest at 8%,
which, at the time assumed were payable to two related-party  stockholders.  The
first note for $600,000,  which was due in May 2004, was to Harvey  Bibicoff,  a
director and former  interim CEO and CFO of the Company.  On March 30, 2004, Mr.
Bibicoff 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 December 31, 2004. In addition,  he agreed to a suspension
of any  collection  actions for any prior  defaults  under this note. The second
note, for $100,000,  was to a relative of Eric Alden,  the Company's former CEO.
As of June 7, 2004,  the Company  entered into an agreement  and mutual  release
with Eric Alden which included provisions for this former officer,  director and
shareholder  to divest of the  majority  of his shares of the  Company's  common
stock.  The new  management,  which  assumed  control  as of  October 7, 2004 is
investigating  the adequacy of the  consideration  and the legal validity of the
release. As a result of the foregoing, the Company has reclassified the $100,000
unsecured  promissory  note due May 2005 from Loans  Payable-Related  Parties to
Loans  Payable.  The noteholder has informed the Company that this $100,000 note
was due May 2004. The Company is  investigating  this matter.  The Company is in
default on both of these notes due to non payment of interest (and principal, in
the case of the $600,000 note) and, as of March 31, 2005, total accrued interest
on the $600,000 totaled $64,000.

(4) Effective  January 1, 2003, an accredited  investor,  which is now a related
party  through its  affiliation  with  CCWIPP,  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 as well as the initial value are being amortized
over the remaining life of the warrants and charged to non-cash finance expense.
The Company is in default on this note due to non payment of interest and, as of
March 31, 2005, total accrued interest totaled $22,500.

(5) The Company had  outstanding  as of March 31,  2005,  $140,000 in  unsecured
promissory demand notes ($40,000 at an interest rate of 12% per annum,$75,000 at
an interest  rate of 12% per annum and  $25,000 at an  interest  rate of 12% per
annum), all to former and current  directors.  The holders of these demand notes
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. The Company
is in default on these notes due to non payment of interest and, as of March 31,
2005, total accrued interest totaled $24,310.

The Company recorded interest expense of $ 189,936 and $90,101 for the six month
period and three month  period  ending  March 31,  2005.  The  Company  recorded
interest  expense of $ 189,981 and  $86,690  for the six month  period and three
month period ending March 31, 2004.


                                       9
<PAGE>

NOTE 5: LOANS PAYABLE, UNRELATED PARTIES

As of March 31, 2005, unrelated party debt consists of the following:

--------------------------------------------------------------------------------
                                                                  March 31, 2005

Non recourse loans payable - Notes collateralized by
specifically identified investments in contracts, payable upon
settlement of the related investments in contracts plus either
75% or 50% of the fee income earned thereon. Repayment of
these notes is contingent upon recovery of the specifically
identified investments in contracts                               $    279,546

Note payable unsecured payable May 23, 2004 plus interest at
8% per annum., This note payable is currently in default. (1)          100,000

Notes payable, uncollateralized, interest payable monthly at
12.0% per annum, due January 1, 2007 (2)                                50,000

Promissory demand notes, unsecured, interest payable monthly
at 12.0% per annum (3)                                                 120,000
                                                                  ------------
                                                                  $    549,546
                                                                  ============
--------------------------------------------------------------------------------

(1) In May 2002 in conjunction  with the  acquisition of Case Financial LLC, the
Company assumed $700,000 in unsecured  promissory notes, bearing interest at 8%,
which, at the time assumed were payable to two related-party  stockholders.  The
first note for $600,000, which was due in May 2004, was to a director and former
interim CEO and CFO of the Company.  The second  note,  for  $100,000,  was to a
relative of the Company's  former CEO. As of June 7, 2004,  the Company  entered
into an  agreement  and  mutual  release  with the  former  CEO  which  included
provisions for this former  officer,  director and  shareholder to divest of the
majority of his shares of the Company's common stock. The new management,  which
assumed  control as of  October 7, 2004 is  investigating  the  adequacy  of the
consideration  and  the  legal  validity  of the  release.  As a  result  of the
foregoing,  the Company has reclassified the $100,000 unsecured  promissory note
due May 2005 from Loans Payable-Related Parties to Loans Payable. The noteholder
has informed the Company that this $100,000  note was due May 2004.  The Company
is investigating  this matter. The Company is in default on this note due to non
payment of interest and, as of March 31, 2005, accrued interest totaled $4,667.

(2) The principal amount of this promissory note was $50,000.  Effective January
1, 2003, the noteholder  converted their investment in the Company by exchanging
a four year,  9.85% per annum  promissory  note for a four  year,  12% per annum
promissory  note. As part of the  conversion,  the Company  cancelled  four year
warrants  to  purchase  25,000  shares of common  stock at $0.60 per share,  and
issued four year  warrants to purchase:  (i) 50,000 shares of common stock at an
exercise  price of $0.50 and (ii) 25,000  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.  The  Company  is in default on this note due to non
payment of interest and, as of March 31, 2005, accrued interest totaled $4,500.

(3) The Company had  outstanding  as of March 31,  2005,  $120,000 in  unsecured
promissory demand notes to the former CEO and a relative of the former CEO which
bear  interest  at 12%.  The  Company is in  default  on these  notes due to non
payment of interest and, as of March 31, 2005, accrued interest totaled $17,750.

The Company recorded  interest expense of $ 14,178 and $ 7,047 for the six month
period and three month  period  ending  March 31,  2005.  The  Company  recorded
interest  expense  of $ 13,981  and $ 6,850 for the six month  period  and three
month period ending March 31, 2004.

NOTE 6: CONVERTIBLE DEBENTURES AND ACQUISITION OF CASE PORTFOLIO

On February 28, 2005, the Company  purchased a 65.63%  interest in the remaining
case portfolio of Case Financial Funding, Inc, a subsidiary of Old Case ("CFF"),
by acquiring  65.63% of the secured  notes issued by CFF that provide the holder
with  secured  interest  in the  proceeds  of the  outstanding  cases of CFF. As
consideration for this purchase,  the Company issued a convertible  debenture in
the amount $287,000. The principal amount of the debenture is due and payable in
full two years from the date of issue unless  converted into common stock of the
Company at a conversion  price of $0.15 per share.  The Company has the right at
anytime,  after one year, to require  conversion of the debenture into shares of
common stock at 15 cents per share,  provided  that: the stock at anytime trades
at 30 cents or higher for a consecutive  period of 30 trading days.  Interest is
payable  semi-annually  at a rate of 5% per  annum.  The  Company  recorded  the
beneficial  conversion feature associated with the convertible  debentures for $
19,133.  The Company has recorded  interest  expense for $ 797 for the six month
period ended March 31, 2005. The  convertible  debentures have been shown net of
beneficial conversion feature at $ 268,664 as on March 31, 2005.


                                       10
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
              Notes to Unaudited Consolidated Financial Statements
                For the three and six months ended March 31, 2005

NOTE 7: STOCKHOLDER'S DEFICIENCY

PRIVATE PLACEMENT:

During the quarter ended March 31, 2005, the Company issued  7,000,000 shares of
common stock in a private  placement issued pursuant to Rule 506 of Regulation D
of the Securities  Act of 1933 (the  "Offering").  The Offering  consisted of 14
units each including  500,000 shares of the Company's common stock at a purchase
price of $0.07 per share  together  with a warrant  to  purchase  an  additional
500,000  shares of the  Company's  common stock at $0.10 per share.  The warrant
shall  expire  two  years  from the date of  issue.  After one year from date of
issue, if the Company's common stock closing price exceeds $0.20 per share for a
continuous 30 day period,  the holder of the warrant shall have 45 days from the
end of such 30 day period to  exercise.  The gross  proceeds  received  for this
offering were $490,000. (See Note 8- Related Party Transactions )

STOCK OPTIONS:

During the quarter  ended March 31, 2005,  the Company did not issue any options
to purchase shares of common stock. In addition,  options to purchase  1,237,500
shares of its common stock expired during the quarter and 1,605,000  expired for
the six months period ended March 31, 2005.

NOTE 8: RELATED PARTY TRANSACTION

Participating  in the  Offering  described  in Note 7 above  were the  following
related parties:

                                     Investment      Number of     Number of
  Relationship to Company               Amount         Shares       Warrants
  -----------------------             ---------      ---------     ---------
Chief Operating Officer,
Director                              $  57,750        825,000       825,000

CEO,Chariman of the Board of
Directors                                35,000        500,000       500,000

A company owned by Waddy
Stephenson, a Director                   17,500        250,000       250,000

President, CFO, Director                 26,250        375,000       375,000
                                      ---------      ---------     ---------
                                      $  84,000      1,200,000     1,200,000
                                      =========      =========     =========

During the six months ended March 31, 2005,  the  Company's  CEO and Chairman of
the Board of  Directors,  received a payment of $44,444 for finder's fees earned
by him for securing $2.0 million in financing for the Company in December  2002.
Also, the Company honored an indemnification agreement that it entered into with
the same party in June 2003 and paid the outstanding balance of $60,000.

During the six months  ended  March 31,  2005,  the Company  paid to  Measurable
Software Corporation , a company owned and controlled by a director,  $10,881 in
fees for computer services and equipment.

NOTE 9: COMMITMENTS AND CONTINGENCIES

The  Company  conducts  its  operations   utilizing   leased   facilities  under
non-cancelable  operating lease agreements for two years expiring on October 31,
2006. Future minimum lease commitments,  excluding property taxes and insurance,
are approximately as follows:

                           Period ending December 31,

                           2005               23,218
                           2006               19,790
                           Total             $43,008

The Company  was served  with a  complaint  in May 2004 filed in the Los Angeles
Superior Court, Central District, Case Number BC 316068, from an unrelated third
party asserting  securities fraud, fraud, breach of contract and unfair business
practices  against the Company and  seeking  damages of $65,000.  The  plaintiff
claims that she had loaned the  Company the sum of $40,000  pursuant to a verbal
agreement and was promised repayment within 45 days plus a 25% profit. The funds
were  utilized by the Company for a  non-recourse  advance which the Company was
unable to recover and the principal amount of this obligation is included in non
recourse loans  payable-unrelated  parties on the Company's  balance sheet.  The
Company has made offers to settle this matter and believes the ultimate  outcome
will not have a  material  impact  on the  Company's  financial  condition.  The
Company has accrued  $25,000 as of March 31, 2005 as general and  administrative
expenses for this potential claim.

The  Company was served  with a  complaint  in February  2004 filed with the Los
Angeles Superior Court,  Northwest District,  Case Number LC 067786,  naming the
Company and a former director of the Company Harvey  Bibicoff,  as co-defendants
in a case against Old CFI claiming a breach of a promissory note by Old Case and
asserting  fraud seeking  damages of $140,000 plus  attorneys  fees and punitive
damages.  The Company is defending  this suit and believes the ultimate  outcome
will not have a  material  impact  on the  Company's  financial  condition.  The
Company has accrued $140,000 as of March 31, 2005 as general and  administrative
expenses for this potential claim.


                                       11
<PAGE>

The Company was served with a complaint  in October  2004 filed in the San Diego
Superior Court,  North County  District,  Case Number GIN040080 from an attorney
who had represented the Company on a previous legal matter for contract,  breach
of contract,  common  counts,  imposition and  foreclosure  of attorneys'  lien,
injunctive  relief  and  declaratory  relief  seeking  damages  in the amount of
$31,741.32 for legal services  rendered.  The Company believes the amount sought
to be in excess of the fair value of the services rendered and is defending this
suit.  The full amount of the claim asserted by the plaintiff in this matter has
been recorded in the Company's books as legal expense as of March 31, 2005.

On March 25,  2005 a  derivative  lawsuit was filed by a major  stockholder  and
secured lender of the Company. The lawsuit was filed in the Court of Chancery of
the State of Delaware  against  former  officers  and  directors of the Company,
specifically Eric Alden, a former CEO and CFO and Chairman of the Board,  Harvey
Bibicoff, a former interim CEO and CFO and director,  Lorne Pollock, former Vice
President of Underwriting,  Secretary and director and Gordon Gregory, a current
director  alleging that these  officers and directors had damaged the Company by
(a) engaging in self dealing  transactions  in breach of their fiduciary duty of
loyalty;  (b) mismanaging the Company in violation of their oversight duties and
duty  of  care;  (c)  wasting  corporate  assets;   and  (d)  making  fraudulent
misrepresentations  which induced the corporate  entity to issue shares to these
individuals.  The  Company's  Board of  Directors  has elected to consent to the
filing of this complaint.  The Company was named as a nominal  defendant in this
complaint.  Management  believes  that the  outcome of this case will not have a
material impact on the financial condition of the Company.

The Company is in default on all of its recourse debt  obligations  as described
in Notes 4 and 5 and,  although no formal  demands for payment have been made by
any of the lenders,  there is no assurance  that such demand will not be made in
the future and that the Company will be able to resolve such demands.

NOTE 10: GOING CONCERN

The accompanying financial statements contemplate continuation of the Company as
a going  concern.  The Company has  incurred net losses of $734,891 and $771,503
during the 6 months ended March 31, 2005 and 2004, respectively, and anticipates
continued losses for the current fiscal year.  There was an accumulated  deficit
of $13,179,049 as of March 31, 2005, total liabilities  exceeded total assets by
$4,121,424 as of March 31, 2005,  the Company has minimal cash resources and new
management has reduced its overhead to minimal levels while  evaluating  whether
the overall  business  model is  sustainable  or should be  discontinued  so the
Company  can  pursue a  different  business  strategy.  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 the report  dated  December 8, 2004 on the
financial statements for the fiscal year ended September 30, 2004, the Company's
independent auditors expressed  substantial doubt about the Company's ability to
continue as a going concern.

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

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

FORWARD LOOKING STATEMENTS

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

OVERVIEW

Case's  business  has  been  to  provide   pre-settlement  and   post-settlement
litigation funding services to attorneys (and, previously,  plaintiffs) involved
in personal injury and other contingency litigation,  conducted primarily within
the California courts.

Our funding  services  have  included  advances  to  attorneys  and  previously,
plaintiffs,  which are  non-recourse,  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.  We  record  such  advances  as
investments in contracts.

Since the reverse  acquisition in March 2002, we have incurred  operating losses
in every  quarter,  net losses have exceeded  $7,000,000.  In February  2004, we
appointed  Harvey  Bibicoff  interim Chief  Executive  Officer and interim Chief
Financial  Officer and accepted the resignation of Eric Alden as Chief Executive
Officer and Chief Financial  Officer.  Also in February 2004, we appointed a new
Chairman of the Board of Directors and three other new directors  were appointed
replacing two director  positions  previously  held by members of management and
filling a vacant  position.  In March 2004,  in  conjunction  with the foregoing
changes we  implemented  with respect to our senior  management and our Board of
Directors,  we  obtained a secured  short  term  bridge  loan from the  Canadian
Commercial  Workers Industrial Pension Plan ("CCWIPP") and obtained deferrals on
other debt obligations while we sought  additional  capital which we were unable
to obtain. In June 2004, the Board of Directors  appointed a new Chief Executive
Officer and Chief Financial Officer to develop a new strategy for our litigation
financing  business  as well as assist  us in our  efforts  to raise  additional
capital.


                                       12
<PAGE>

On October 7, 2004,  five of our six directors  resigned  including the Chairman
and our recently  appointed  CEO and CFO who also resigned his positions as CEO,
CFO. At the same Board of Directors  meeting,  four new directors were appointed
to fill all but one of the seats to be vacated.  Effective as of the adjournment
of the meeting,  Michael  Schaffer,  previously  Chairman of the Board and Chief
Executive  Officer of our Company from April 1994 to March 2002,  was elected as
the new  Chairman  of the Board of  Directors.  At a second  Board of  Directors
meeting  several days later,  Michael  Schaffer was  appointed  Chief  Executive
Officer and newly  appointed  director  Lawrence  Schaffer was  appointed  Chief
Financial Officer and President;  newly appointed  director William Rapaglia was
appointed Chief Operating Officer; and newly appointed director Waddy Stephenson
as Corporate Secretary.

The new Board of Directors and management is conducting a full  investigation of
the  finances of Case over the past several  years,  as well as  evaluating  the
viability of our  litigation  financing  business and, if determined not viable,
seek out new business opportunities.

In November of 2004 we  received a letter from a law firm  representing  a large
shareholder   and  secured   creditor,   demanding  the  Company   undertake  an
investigation  into,  among  other  things the  asserted  negligence  of certain
officers and directors.  In March 2005, with the new Board of Directors consent,
this same large  shareholder  and secured  creditor  filed a derivative  lawsuit
alleging  that prior  officers and  directors  had damaged us by (a) engaging in
self dealing  transactions  in breach of their  fiduciary  duty of loyalty;  (b)
mismanagement  in  violation  of their  oversight  duties and duty of care;  (c)
wasting corporate assets;  and (d) making  fraudulent  misrepresentations  which
induced the corporate entity to issue shares to these individuals.

REVENUE GENERATION, RECOGNITION, AND RESERVE FOR CONTRACT LOSSES

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

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

We utilized Third Party  Investments  in order to provide  funding in situations
when our available  internal  capital was  insufficient to fund the transactions
entirely by ourselves,  or when the size of the  transaction  is larger than was
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 participated 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.

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 successfully settled or
favorable  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,  abandoned or settled for an
amount less than the amount invested.

In addition to contract fees from  investments  in contracts made by us, we made
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.

We have  established  an allowance for  investments in contracts that may become
uncollectible.  The allowance for contract  investment losses is maintained at a
level,  which in our  judgment  is  adequate  to absorb  losses in the  contract
investment portfolios.


                                       13
<PAGE>

TRENDS AND UNCERTAINTIES

The  principal  uncertainties  we face are access to adequate  capital to either
rebuild our litigation  finance business with significant  modifications or seek
other business opportunities.

RESULTS OF OPERATIONS

Results of operations for the three and six months ended March 31, 2005 compared
with the three and six months ended March 31, 2004.

REVENUES:

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

TOTAL REVENUE

Total revenues  consisting of contract fees and service fees aggregated  $39,424
for the three months ended March 31, 2005  compared  with $165,687 for the three
months  ended March 31, 2004,  a decrease of $126,263 or 76.2%.  Total  revenues
aggregated  $75,418 for the six months ended March 31, 2005  compared with total
revenues of $331,358  for the six months  ended  March 31,  2004,  a decrease of
$255,940 or 77.2%.

CONTRACT FEES

Contract  fee  revenues  were  $37,624 for the three months ended March 31, 2005
compared  with $154,008 for the three months ended March 31, 2004, a decrease of
$116,384 or 75.6%.  For the six months  ended March 31, 2005 and 2004,  contract
fee revenues were $71,027 and $307,834  respectively,  a decrease of $236,807 or
76.9%.

The  decrease in contract  fee revenues for the three and six months ended March
31, 2005 is  attributable  to receiving  partial  payments which were applied to
principal  first. In addition,  the remaining  portfolio of cases represents the
most  problematic  cases with the lowest  likelihood of  successful  resolution.
Accordingly,  we have  reserved  100% of at risk  principal as an allowance  for
contract losses excluding investments acquired after January 1 , 2005.


                                       14
<PAGE>

SERVICE FEES

Service  fee  revenues  were  $1,800 for the three  months  ended March 31, 2005
compared  with  $11,679 for the three months ended March 31, 2004, a decrease of
$9,879 or 84.6%.  For the six months ended March 31, 2005 and 2004,  service fee
revenues were $4,392 and $23,524 respectively, a decrease of $19,132 or 81.3%.

Service fees are based upon  collections from the portfolios of Old CFI and Case
Financial  Funding,  Inc. under management by us and are anticipated  continuing
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  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 that may become uncollectible.

The allowance for contract  losses for both loans  receivable and investments in
contracts  had been  increased to an amount equal to the  principal  and accrued
revenue  balances  outstanding as of March 31, 2005 on all uncollected non third
party funded  loans  receivable  and  investments  in contracts  funded prior to
October  2004.  As a result,  there will be no further  provision  for losses on
investment  in  contracts  recognized  in  future  periods  unless  new loans or
investments  are  initiated by us. On February  28, 2005,  we purchased a 65.63%
interest in the  remaining  case  portfolio of Case  Financial  Funding,  Inc, a
subsidiary of Old Case ("CFF"),  by acquiring 65.63% of the secured notes issued
by CFF that  provide the holder with a secured  interest in the  proceeds of the
outstanding  cases of CFF. Based upon our evaluation of this  portfolio,  we are
have  not  recorded  any  allowance  for  contract  losses  applicable  to  this
portfolio.

GENERAL AND ADMINISTRATIVE

General and administrative costs and expenses were $207,656 for the three months
ended March 31, 2005 as compared  with $399,970 for the three months ended March
31, 2004. Accordingly, general and administrative expenses decreased by $192,314
or 48.1% for the three  months  ended March 31, 2005 as compared  with the three
months ended March 31,  2004.  For the six months ended March 31, 2005 and 2004,
general and  administrative  costs were $457,887 and $760,172,  respectively,  a
decrease of $302,285 or 39.8%.

The decrease in general and administrative costs and expenses for the six months
ended  March 31, 2005 as  compared  with the six months  ended March 31, 2004 is
primarily  attributable  to the  decrease in  administrative  overhead  costs in
conjunction  with our change in  management  in October  2004.  At that time, we
terminated  all  employees  except for our CEO, CFO and a bookkeeper  as well as
relocated  to less  expensive  office  facilities  which  minimized  general and
administrative costs while we evaluate our future plans.

SALES AND MARKETING

There were no sales and marketing  expenses for the three months ended March 31,
2005 as  compared  with  $57,277  for the three  months  ended  March 31,  2004.
Accordingly,  sales and  marketing  expenses  decreased  $57,277 or 100% for the
three months ended March 31, 2005 as compared  with the three months ended March
31, 2004. For the six months ended March 31, 2005 and 2004,  sales and marketing
expenses  were  $3,542 and  $141,339,  respectively,  a decrease  of $137,797 or
97.5%.  The  decrease  was a result of the  termination  of sales and  marketing
personnel  which is now being handled by existing  officers and employees and we
are not presently  seeking new  opportunities  in litigation  financing until we
have determined that we will continue to pursue this business segment.

OTHER INCOME (EXPENSE):

INTEREST EXPENSE

Interest  expense was  $99,632 for the three  months  ended March 31,  2005,  as
compared with $93,540 during the three months ended March 31, 2004. Accordingly,
interest  expense  increased by $6,092 for the three months ended March 31, 2005
as compared with the three months ended March 31, 2004. For the six months ended
March  31,  2005  and  2004,   interest   expense  was  $207,334  and  $179,221,
respectively, an increase of $27,316.


                                       15
<PAGE>

NON-CASH FINANCE EXPENSE

Non-cash  finance  expenses  were  $53,784 for the three  months ended March 31,
2005,  as compared  with  $26,223  during the three months ended March 31, 2004.
Accordingly,  non-cash finance expenses  increased  $27,561 for the three months
ended March 31, 2005as  compared with the three months ended March 31, 2004. For
the six months ended March 31,  2005and  2004,  non-cash  finance  expenses were
$107,903 and $51,699, respectively, an increase of $56,204.

Non-cash finance expenses represent amortized costs of common stock, options and
warrants  granted in  conjunction  with  financing  transactions.  The principal
reason for the increase in non-cash finance charges for the three and six months
ended March 31, 2005 is the  amortization of costs associated with the repricing
of the 1.0 million warrants from $0.80 to $0.50 each as additional consideration
for the six month interest moratorium granted by the holder of a $2,000,000 note
payable who is also a related party and warrants  issued in June 2004 to a prior
director as consideration for efforts related to obtaining financing..

COMMITMENTS

Other than as described in Note 9 to our financial statements,  we have no other
material off balance sheet arrangements.

LIQUIDITY AND CAPITAL RESOURCES:

Our  independent  auditors have indicated in their report dated December 8, 2004
for the three months ended September, 2004 that there is substantial doubt about
our ability to continue as a going concern.  We have been experiencing cash flow
problems and new management is evaluating  whether the overall business model is
sustainable  or should be  discontinued  so we can pursue a  different  business
strategy. Those conditions raise substantial doubt about our ability to continue
as a going concern. The financial statements do not include any adjustments that
might  result from the outcome of this  uncertainty.  Further,  we are  actively
seeking  additional  capital  which may result in  significant  and  substantial
dilution to existing shareholders.

Our balance  sheet at March 31, 2005  reflects  cash of $243,799,  a decrease of
$151,806 for the six months then ended as compared  with cash of $395,605 in the
six months  ended March 31,  2004.  Net cash used in  operating  activities  was
$540,022 for the six months ended March 31, 2005 and $537,150 for the six months
ended March 31, 2004. Net cash used in operating  activities is due primarily to
our losses from  operations,  which  remained  constant for the six months ended
March 31, 2005 as compared to the same period a year  earlier due  primarily  to
significant decreases in revenues for the six months ended March 31, 2005 offset
by similar decreases in operating expenses instituted by new management..

Net cash provided  from  investing  activities  was $ 754,217 for the six months
ended March 31, 2005 as compared  to net cash used in  investing  activities  of
$54,481 for the six months ended March 31, 2004.  The increase in cash  provided
from  investing  activities  is due  primarily to our efforts to  liquidate  the
current  portfolio  resulting in collections of $601,572 in loans receivable and
$155,526 in investments in contracts.

Net cash used in financing  activities was $3,779 for the six months ended March
31,  2005  as  compared  with  $794,585  in net  cash  provided  from  financing
activities for the six months ended March 31, 2004. Net cash provided  consisted
of $490,000 in proceeds from a private  placement of 7,000,000  shares of common
stock  pursuant to Rule 506 of Regulation D of the  Securities  Act of 1933 (the
"Offering"). The Offering consisted of 14 units each including 500,000 shares of
common stock at a purchase  price of $0.07 per share  together with a warrant to
purchase an additional  500,000  shares of common stock at $0.10 per share.  The
warrant shall expire two years from the date of issue.  In addition,  during the
six months ended March 31, 2005, the Company  borrowed  $70,000 from one related
party.  The foregoing cash provided was offset by a decrease in our  obligations
under 3rd party  investments  of  $564,629  resulting  from our  collections  of
outstanding loans receivable and investments in contracts as follows:

                                                   Unrelated
                                Related Party       Parties            Total
                                 -----------      -----------      -----------
Balance at October 1, 2004       $ 2,048,832      $   281,022      $ 2,329,854

New 3rd party advances                     0                0                0

Repayments                          (563,153)          (1,476)        (564,629)
                                 -----------      -----------      -----------

Balance at March 31, 2005        $ 1,485,679      $   279,546      $ 1,765,225
                                 ===========      ===========      ===========

Our capital expenditures for the six months ended March 31, 2005 totaled $2,881.


                                       16
<PAGE>

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  December 8, 2004 for the year ended  September  30, 2004,
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  results may be volatile  due to the  uncertainty  of  litigation
outcomes

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

The Company'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.

Company common stock is listed on the  Over-The-Counter  (OTC)  Bulletin  Board,
which may make it more difficult for  stockholders  to sell their shares and may
cause the market price of Company common stock to decrease.

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

The Company's stock price may be volatile and an investment in such common stock
could suffer a decline in value.

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

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

o     actual or anticipated fluctuations in operating results;

o     the loss of key management or other personnel;

o     the loss of major customers;

o     the outcome of any future litigation;

o     broad market fluctuations; and

o     economic conditions in the United States or abroad.

The Company's  charter  documents and Delaware law may have the effect of making
it more expensive or more difficult for a third party to acquire,  or to acquire
control, of the Company.


                                       17
<PAGE>

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  with the  participation  of principal  executive and
financial  officers  evaluated the  effectiveness  of the  Company's  disclosure
controls and  procedures as defined by Rule  13a-15(e) of the Exchange Act as of
the end of the period covered by this report. The Company's  disclosure controls
and procedures are designed to ensure that information  required to be disclosed
by the  Company  in  reports  it files or  submits  under the  Exchange  Act are
recorded, processed, summarized and reported on a timely basis. Based upon their
evaluation,  the Company's  principal  executive and financial officer concluded
that  the  Company's   disclosure  controls  and  procedures  are  effective  to
accumulate and  communicate to the Company's  management as appropriate to allow
timely decisions regarding disclosure.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On March 25,  2005 a  derivative  lawsuit was filed by a major  stockholder  and
secured lender of the Company. The lawsuit was filed in the Court of Chancery of
the State of Delaware  against  former  officers  and  directors of the Company,
specifically Eric Alden, a former CEO and CFO and Chairman of the Board,  Harvey
Bibicoff, a former interim CEO and CFO and director,  Lorne Pollock, former Vice
President of Underwriting,  Secretary and director and Gordon Gregory, a current
director  alleging that these  officers and directors had damaged the Company by
(a) engaging in self dealing  transactions  in breach of their fiduciary duty of
loyalty;  (b) mismanaging the Company in violation of their oversight duties and
duty  of  care;  (c)  wasting  corporate  assets;   and  (d)  making  fraudulent
misrepresentations  which induced the corporate  entity to issue shares to these
individuals.  The  Company's  Board of  Directors  has elected to consent to the
filing of this complaint.  The Company was named as a nominal  defendant in this
complaint.  Management  believes  that the  outcome of this case will not have a
material impact on the financial condition of the Company.

The Company  was served  with a  complaint  in May 2004 filed in the Los Angeles
Superior Court, Central District, Case Number BC 316068, from an unrelated third
party asserting  securities fraud, fraud, breach of contract and unfair business
practices  against the Company and  seeking  damages of $65,000.  The  plaintiff
claims that she had loaned the  Company the sum of $40,000  pursuant to a verbal
agreement and was promised repayment within 45 days plus a 25% profit. The funds
were  utilized by the Company for a  non-recourse  advance which the Company was
unable to recover and the principal amount of this obligation is included in non
recourse loans  payable-unrelated  parties on the Company's  balance sheet.  The
Company has made offers to settle this matter and believes the ultimate  outcome
will not have a  material  impact  on the  Company's  financial  condition.  The
Company has accrued  $25,000 as of March 31, 2005 as general and  administrative
expenses for this potential claim.

The  Company  was served  with a  complaint  in  February  2004 filed in the Los
Angeles Superior Court,  Northwest District,  Case Number LC 067786,  naming the
Company and Harvey Bibicoff,  a former director of the Company, as co-defendants
in a case against Old CFI claiming a breach of a promissory note by Old Case and
asserting  fraud seeking  damages of $140,000 plus  attorneys  fees and punitive
damages.  The Company is defending  this suit and believes the ultimate  outcome
will not have a  material  impact  on the  Company's  financial  condition.  The
Company has accrued $140,000 as of March 31, 2005 as general and  administrative
expenses for this potential claim.

The Company was served with a complaint  in October  2004 filed in the San Diego
Superior Court,  North County  District,  Case Number GIN040080 from an attorney
who had represented the Company on a previous legal matter for contract,  breach
of contract,  common  counts,  imposition and  foreclosure  of attorneys'  lien,
injunctive  relief  and  declaratory  relief  seeking  damages  in the amount of
$31,741.32 for legal services  rendered.  The Company believes the amount sought
to be in excess of the fair value of the services rendered and is defending this
suit.  The full amount of the claim asserted by the plaintiff in this matter has
been recorded in the Company's books as legal expense as of March 31, 2005.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On February 28, 2005, the Company  purchased a 65.63%  interest in the remaining
case portfolio of Case Financial Funding, Inc, a subsidiary of Old Case ("CFF"),
by acquiring  65.63% of the secured  notes issued by CFF that provide the holder
with  secured  interest  in the  proceeds  of the  outstanding  cases of CFF. As
consideration for this purchase,  the Company issued a convertible  debenture in
the amount $287,000. The principal amount of the debenture is due and payable in
full two years from the date of issue unless  converted into common stock of the
Company at a conversion  price of $0.15 per share.  The Company has the right at
anytime,  after one year, to require  conversion of the debenture into shares of
common stock at 15 cents per share,  provided  that: the stock at anytime trades
at 30 cents or higher for a consecutive  period of 30 trading days.  Interest is
payable semi-annually at a rate of 5% per annum.


                                       18
<PAGE>

During the quarter ended March 31, 2005, the Company issued  7,000,000 shares of
common stock in a private  placement issued pursuant to Rule 506 of Regulation D
of the Securities  Act of 1933 (the  "Offering").  The Offering  consisted of 14
units each including  500,000 shares of the Company's common stock at a purchase
price of $0.07 per share  together  with a warrant  to  purchase  an  additional
500,000  shares of the  Company's  common stock at $0.10 per share.  The warrant
shall  expire  two  years  from the date of  issue.  After one year from date of
issue, if the Company's common stock closing price exceeds $0.20 per share for a
continuous 30 day period,  the holder of the warrant shall have 45 days from the
end of such 30 day period to  exercise.  The gross  proceeds  received  for this
offering  were  $490,000  and  the  Company   recognized  no  expenses  directly
associated with this transaction.

ITEM 3. DEFAULTS IN SENIOR SECURITIES.

As of March 31, 2005, the Company is in default on the following notes:

(a)   A $2,000,000 note payable to a major stockholder,  uncollateralized,  with
      interest  payable  monthly at 12.0% per annum,  due December 12, 2006. The
      Company  is in  default on this loan and,  as of March 31,  2005,  accrued
      interest totaled $279,452.

(b)   A $500,000  secured note payable  from a major  shareholder,  secured by a
      lien on all assets of the Company,  interest  payable monthly at 12.0% per
      annum,  due September 8, 2004. The Company is in default on this loan and,
      as of March 31, 2005, accrued interest totaled $63,833.

(c)   In May 2002 in conjunction with the acquisition of Case Financial LLC, the
      Company assumed $700,000 in unsecured  promissory notes,  bearing interest
      at 8%,  which,  at the time  assumed  were  payable  to two  related-party
      stockholders.  The first note for $600,000, which was due in May 2004, was
      to Harvey  Bibicoff,  a  director  and former  interim  CEO and CFO of the
      Company. On March 30, 2004, Mr. Bibicoff 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  December  31,
      2004. In addition, he agreed to a suspension of any collection actions for
      any prior defaults under this note. The second note, for $100,000,  was to
      a relative of Eric Alden,  the  Company's  former CEO. As of June 7, 2004,
      the Company  entered into an agreement and mutual  release with Eric Alden
      which  included   provisions  for  this  former   officer,   director  and
      shareholder  to  divest of the  majority  of his  shares of the  Company's
      common stock.  The new management,  which assumed control as of October 7,
      2004 is  investigating  the  adequacy of the  consideration  and the legal
      validity of the release. The noteholder has informed the Company that this
      $100,000 note was due May 2004. The Company is investigating  this matter.
      The  Company is in default  on both of these  notes due to non  payment of
      interest  (and  principal,  in the case of the  $600,000  note) and, as of
      March 31, 2005, total accrued interest on the $600,000 totaled $64,000.

(d)   Effective January 1, 2003, an accredited investor, 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 as well as the initial  value are being
      amortized  over the remaining life of the warrants and charged to non-cash
      finance expense. The Company is in default on this note due to non payment
      of interest  and, as of March 31, 2005,  total  accrued  interest  totaled
      $22,500.

(e)   The Company had  outstanding  as of March 31, 2005,  $140,000 in unsecured
      promissory   demand  notes  ($40,000  at  an  interest  rate  of  12%  per
      annum,$75,000  at an  interest  rate of 12% per  annum and  $25,000  at an
      interest rate of 12% per annum), all to former and current directors.  The
      holders of these demand  notes  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.  The Company is in default on these notes
      due to non payment of interest  and, as of March 31, 2005,  total  accrued
      interest totaled $24,310.

(f)   The Company had  outstanding  as of March 31, 2005,  $120,000 in unsecured
      promissory demand notes to the former CEO and a relative of the former CEO
      which bear  interest at 12%.  The Company is in default on these notes due
      to non payment of interest  and, as of March 31,  2005,  accrued  interest
      totaled $17,750.

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

None


                                       19
<PAGE>

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS

The following documents are filed as part of this report:

1. The following Exhibits are filed herein:

10.14 - Agreement  with Sam  Schwartz to purchase a 65.63%  interest in the case
portfolio of Case Financial Funding dated February 28, 2005.

10.15 - Convertible  debenture issued to Sam Schwartz as  consideration  for the
purchase of a 65.63%  interest in the case portfolio of Case  Financial  Funding
dated February28, 2005.

10.16 - Warrant to purchase  500,000  shares of the  Company's  common  stock at
$0.10 per share.

31.1  Certification  of  Chief  Executive  Officer  Pursuant  to the  Securities
Exchange Act of 1934,  Rules 13a-14 and 15d-14,  as adopted  pursuant to Section
302 of the Sarbanes-Oxley Act of 2002

31.2  Certification  of  Chief  Financial  Officer  Pursuant  to the  Securities
Exchange Act of 1934,  Rules 13a-14 and 15d-14,  as adopted  pursuant to Section
302 of the Sarbanes-Oxley Act of 2002

32.  Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted  Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

                                   SIGNATURES

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

CASE FINANCIAL, INC.


By: /s/ Michael Schaffer
    -----------------------
    Chief Executive Officer
    Date: May 19, 2005


By: /s/ Lawrence Schaffer
    -----------------------
    Chief Financial Officer
    Date: May 19, 2005


                                       20