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 June 30, 2003

                                       OR

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

           For the Transition period from ____________ to ____________

                         COMMISSION FILE NUMBER 0-27757

                              CASE FINANCIAL, INC.
             (Exact Name of registrant as specified in its charter)

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



       15060 Ventura Boulevard, Suite 240, Sherman Oaks, California 91403
                    (Address of principal executive offices)

                                 (818) 728-9440
              (Registrant's telephone number, including area code)

         Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value
                                (Title of class)


  As of July 16, 2003 there were 15,561,108 shares of common stock outstanding.



<PAGE>


<TABLE>
<CAPTION>


                                                   TABLE OF CONTENTS

                                                                                                Page

                                             PART I - FINANCIAL INFORMATION

<S>            <C>                                                                              <C>
Item 1.        FINANCIAL STATEMENTS                                                              3

Item 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS  OR PLAN OF OPERATION                       10
Item 3.        CONTROLS AND PROCEDURES                                                          25


                           PART II - OTHER INFORMATION


Item 1.        LEGAL PROCEEDINGS                                                                26

Item 2.        CHANGES IN SECURITIES                                                            26

Item 6.        EXHIBITS, REPORTS ON FORM 8-K                                                    26

SIGNATURES


</TABLE>


                                       2
<PAGE>



Item 1.  Financial Statements


                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      September 30, 2002 and June 30, 2003

<TABLE>
<CAPTION>

                                                                     September 30,
                                                                          2002       June 30, 2003
                                                                      -----------    -----------
                                                                                      (unaudited)
                                        ASSETS
<S>                                                                   <C>            <C>
Cash                                                                  $   159,209    $   314,446
Investments in contracts (net of allowance for contract losses of
  $228,902 at September 30, 2002 and $270,850 at June 30, 2003)         1,224,199      2,151,971
Prepayments and other assets                                               76,161        391,690
Receivables and other assets, related parties                             341,266        280,137
Equipment, at cost, net of accumulated depreciation of $90,675
  at September 30, 2002  and $126,339 at June 30, 2003                     88,749         70,443
Notes receivable from affiliate                                           659,481        658,209
                                                                      -----------    -----------
     TOTAL ASSETS                                                     $ 2,549,065    $ 3,866,896
                                                                      ===========    ===========

                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Accounts payable and accrued expenses                                 $   369,656    $   609,839
Accrued compensation                                                      165,000              -
Loans payable - related parties                                           985,000        970,000
Loans payable                                                             150,000      3,010,000
                                                                      -----------    -----------
     TOTAL LIABILITIES                                                  1,669,656      4,589,839
                                                                      -----------    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIENCY)
     Common stock, par value $0.001 per share,
      100,000,000 shares authorized, 15,561,108 shares issued and
      outstanding at September 30, 2002 and June 30, 2003                  15,561         15,561
     Paid-in-capital                                                    7,602,378      7,801,066
     Accumulated deficit                                               (6,738,530)    (8,539,570)
                                                                      -----------    -----------
     TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                              879,409       (722,943)
                                                                      -----------    -----------
     TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY (DEFICIENCY)                           $ 2,549,065    $ 3,866,896
                                                                      ===========    ===========
</TABLE>

 See accompanying notes to consolidated financial statements.

                                       3
<PAGE>



                 CASE FINANCIAL, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF OPERATIONS
      For the three and nine months ended June 30, 2002 and 2003
                              (unaudited)

<TABLE>
<CAPTION>


                                                        Three Months   Three Months     Nine Months     Nine Months
                                                       ended June 30,  ended June 30,  ended June 30,  ended June 30,
                                                             2002            2003           2002             2003
                                                        ------------    ------------    ------------    ------------

<S>                                                     <C>             <C>             <C>             <C>
REVENUE
     Contract fees                                      $    197,297    $     86,166    $    668,268    $    320,569
     Service fees, related parties                            24,962           6,587          24,962          51,812
                                                        ------------    ------------    ------------    ------------

           TOTAL REVENUE                                     222,259          92,753         693,230         372,381
                                                        ------------    ------------    ------------    ------------

OPERATING EXPENSES
     Provision for losses on investments in contracts         97,069          66,951         194,389         174,267
     General and administrative                              291,161         499,308         699,190       1,476,417
     Sales and marketing                                     174,464         136,636         325,266         417,060
     Merger compensation costs                               607,500               -         607,500               -
                                                        ------------    ------------    ------------    ------------
        TOTAL OPERATING EXPENSES                           1,170,194         702,895       1,826,346       2,067,744
                                                        ------------    ------------    ------------    ------------
     LOSS FROM OPERATIONS                                   (947,935)       (610,142)     (1,133,116)     (1,695,363)

OTHER INCOME (EXPENSE)
     Interest income                                          13,985           1,196          14,004           8,425
     Interest expense                                       (112,107)       (105,878)       (616,688)       (263,107)
     Legal settlement received                                     -         274,866               -         274,866
     Legal settlement costs                                        -        (125,862)              -        (125,862)
                                                        ------------    ------------    ------------    ------------

        TOTAL OTHER INCOME (EXPENSE)                         (98,122)         44,322        (602,684)       (105,678)
                                                        ------------    ------------    ------------    ------------
     NET LOSS                                           $ (1,046,057)   $   (565,820)   $ (1,735,800)   $ (1,801,041)
                                                        ============    ============    ============    ============



     Net loss per common share - basic and diluted      $      (0.12)   $      (0.04)   $      (0.34)   $      (0.12)
     Weighted average number of common shares              8,396,549      15,561,108       5,094,546      15,561,108

</TABLE>


        See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

              CASE FINANCIAL, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
        For the nine months ended June 30, 2002 and 2003
                           (unaudited)

<TABLE>
<CAPTION>
                                                                                          Nine Months    Nine Months
                                                                                        ended June 30,  ended June 30,
                                                                                             2002           2003
                                                                                         -----------    -----------

<S>                                                                                      <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                                 $(1,735,800)   $(1,801,041)
Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation                                                                            24,117         35,665
      Provision for losses on investments in contracts                                       186,340        174,267
      Common stock and options for compensation                                              757,897         86,707
      Warrants issued for consulting services                                                 20,282              -
      Warrants issued with debt                                                              113,575         15,882
   Changes in operating assets and liabilities                                                     -              -
          (Increase) decrease in prepayments and other assets                                (95,346)      (158,302)
          Increase (decrease) in accounts payable and other liabilities                      282,776         75,183
                                                                                         -----------    -----------
          Net cash used in operating activities                                             (446,159)    (1,571,639)
                                                                                         -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of short-term investments                                                            -     (1,025,000)
     Redemptions of short-term investments                                                         -      1,025,000
     Investment in contracts  -- advances and loans                                       (1,727,527)    (2,447,222)
     Investment in contracts  -- collections                                               1,463,471      1,345,184
     Principal repayments on notes receivable from affiliate                                     519          1,272
     Purchase of equipment                                                                      (817)       (17,358)
                                                                                         -----------    -----------
          Net cash used in investing activities                                             (264,354)    (1,118,124)
                                                                                         -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Capital lease principal payments                                                           (11,208)             -
  Proceeds from borrowings                                                                    12,500      2,950,980
  Repayments of borrowings                                                                   (34,799)       (90,980)
  Proceeds from related party borrowings                                                           -        713,500
  Repayments of related party borrowings                                                           -       (728,500)
     Net cash received in acquisition                                                      1,355,932              -
     Net cash retained by affilates in acquisition                                           (84,079)             -
     Merger costs of acquiree                                                                (76,935)             -
                                                                                         -----------    -----------
        Net cash provided by financing activities                                          1,161,411      2,845,000
                                                                                         -----------    -----------
NET INCREASE IN CASH                                                                         450,897        155,237

CASH - BEGINNING OF PERIOD                                                                    49,264        159,209
                                                                                         -----------    -----------

CASH - END OF PERIOD                                                                     $   500,161    $   314,446
                                                                                         ===========    ===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the nine month period for:
     Interest                                                                            $   469,734    $   165,030
     Income taxes                                                                        $         -    $     7,380

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
AND FINANCING ACTIVITIES:
    Warrants issued with debt in December 2002 and January 2003                          $    96,099

SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
Reverse Acquisition
   Other assets, net of cash of $1,355,932                                               $     1,867
   Property and equipment                                                                $    31,183
   Accounts payable and accrued expenses                                                 $  (141,785)
                                                                                         -----------
        Excess of liabilities over other assets acquired in reverse acquisition          $  (108,734)

Promissory notes and accrued interest in exchange for 1,750,700 shares of common stock   $   875,350

Members' equity of Case Financial,  LLC exchanged for $700,000  promissory notes
and 150,000 shares of common stock                                                       $   767,500

</TABLE>

   See accompanying notes to consolidated financial statements.

                                       5
<PAGE>



                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For
          the three months and nine months ended June 30, 2002 and 2003

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

               Nature of activities:

                  Case  Financial,  Inc. was  incorporated in 1998 and took over
                  the net assets,  primarily  cash, of Asia Web  Holdings,  Inc.
                  ("Asia Web"), a publicly  traded company  incorporated  in the
                  state of Delaware,  by way of a reverse acquisition  completed
                  on May 24, 2002.  Case  Financial  Inc. and its  subsidiaries,
                  Case Financial,  LLC, and Case Capital  Corporation ("Case" or
                  the  "Company")  provide  pre-settlement   litigation  funding
                  services  to  attorneys  and  plaintiffs  involved in personal
                  injury and other contingency  litigation,  conducted primarily
                  within the California courts.

                  The Company's investments in contracts are made in the form of
                  "non-recourse"  advances or loans, meaning that the investment
                  principal,  success fees and interest are repaid only when the
                  case  is  settled  or  favorably  adjudicated  in  court.  The
                  investments  are  collateralized  solely  by the  proceeds  of
                  underlying litigation.

                  The Company performs an internal underwriting as to the merits
                  of each case  proposed to be financed,  the  likelihood of its
                  success,  and the estimated  settlement  value.  The Company's
                  investment  decisions and the pricing of its fees are based on
                  this risk analysis and its estimate of settlement timing.

                  In April  2003  Case  Capital  Corporation  became a  licensed
                  California  Finance  Lender.  Operations  are  conducted  from
                  leased premises in Sherman Oaks, California.


               Basis of presentation:

                  Through  May  24,  2002,  the  combined  financial  statements
                  include the accounts of Case Financial, Inc., its wholly owned
                  subsidiary,  Case Financial Funding,  Inc. and Case Financial,
                  LLC, a company related through common  ownership ("Old Case").
                  The  accompanying   financial   statements  also  include  the
                  accounts of Case  Financial  Inc. and its  subsidiaries,  Case
                  Financial, LLC and Case Capital Corporation, subsequent to the
                  merger (May 24, 2002) through June 30, 2003.  All  significant
                  intercompany  accounts,  transactions  and  profits  have been
                  eliminated upon consolidation and combination.

               Revenue recognition:

                  Fee income is  recognized  when a case is settled or favorably
                  adjudicated.  Selling  commissions  are  incurred and expensed
                  when the contract  investments are funded.  An investment in a
                  contract is deemed fully or partially  uncollectible  when the
                  case is  dismissed,  abandoned,  or settled for an amount less
                  than the Company's investment.

                                       6
<PAGE>


                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For
          the three months and nine months ended June 30, 2002 and 2003

                  In addition to contract  fees from  investments  in  contracts
                  made  by  the  Company,   it  also   originates  and  services
                  investments  in contracts on behalf of third party  investors.
                  In the case of these  third  party  investments,  the  Company
                  receives a success  fee equal to 25% 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 to the
                  investor only upon successful resolution and collection on the
                  underlying  case,  along  with 75% of the fees  earned.  Third
                  party investors bear the entire financial risk with respect to
                  the  underlying  investment  in  contract.  Contract  fees are
                  presented net of amounts paid to third party participants.

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

         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
                  5,094,546  for the  three  months  ended  June 30,  2002,  and
                  15,561,108  for the three months ended June 30, 2003.  For the
                  nine months ended June 30, 2002 and June 30, 2003 the weighted
                  average number of common shares outstanding were 5,094,546 and
                  15,561,108,  respectively.  The  weighted  average  number  of
                  common shares  outstanding does not include  7,660,000 options
                  and  warrants  outstanding  at June 30, 2003  because they are
                  antidilutive.

NOTE 2:    INVESTMENTS IN CONTRACTS

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

               At  September  30,  2002  and  June  30,  2003,   investments  in
               contracts,  net of allowance for contract losses, were $1,224,199
               and $2,151,971, respectively.  Management reviews each case prior
               to making an advance.

               The  Company  records  fee  income  when the case is  settled  or
               adjudicated.  Based on  historical  data,  at June 30, 2003,  the
               Company  estimates  that  unrecorded  fee  income on  outstanding
               investments in contracts  approximates  $1,443,000.  However,  no
               assurance  can be given that  these  amounts  will be  eventually
               realized.  This estimate is based on historical  performance  and
               includes  a  provision  for  settlements  at  amounts  less  than
               contracted fees.

                                       7
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For
          the three months and nine months ended June 30, 2002 and 2003

               A summary of the activity in investments in contracts  (excluding
               the allowance for contract losses) is as follows:


<TABLE>
<CAPTION>
                                                         Three Months           Nine Months
                                                            Ended                  Ended
                                                        June 30, 2003          June 30, 2003
                                                     --------------------- ----------------------

<S>                                                            <C>                    <C>
                          Beginning Balance                    $1,534,528             $1,453,101
                          Advances and loans                    1,221,515              2,447,222
                          Collections                           (283,970)            (1,345,184)
                          Write-offs                             (49,252)              (132,318)
                                                     --------------------- ----------------------
                          Ending Balance                       $2,422,821            $ 2,422,821
                                                     ===================== ======================
</TABLE>

               As of June 30, 2003, the Company has  underwritten  and committed
               to additional case fundings of approximately $820,000.


NOTE 3:    DEBT

               In December  2002,  the Company  entered into a  $2,000,000  note
               payable agreement. The note is uncollateralized,  has a four year
               term with principal due at the end of the term, bears interest at
               12 percent per annum payable  monthly,  and includes  warrants to
               purchase  2,000,000  shares of the common stock of the Company at
               $.50 per share and warrants to purchase  1,000,000  shares of the
               common stock of the Company at $.80 per share that expire in four
               years.  The Company is obligated  to register  the common  shares
               underlying these warrants for resale.

               Effective  January 1, 2003,  two accredited  investors  converted
               their  investment in the Company by exchanging  three year, 9.85%
               per  annum   promissory  notes  for  four  year,  12%  per  annum
               promissory  notes issued by the Company.  The principal amount of
               the promissory notes was $200,000. As part of the conversion, the
               Company  cancelled three year warrants to purchase 100,000 shares
               of common stock at $0.65 per share, and issued four year warrants
               to  purchase:  (i) 200,000  shares of common stock at an exercise
               price of $0.50 and (ii)  100,000  shares  of  common  stock at an
               exercise  price of $0.80 to the two  investors.  The Company also
               agreed to register the common stock  underlying  the warrants for
               resale.

               During the three and nine months ended June 30, 2003, the Company
               increased its obligation under 3rd party  investments by $900,000
               and $835,000, respectively as follows:

<TABLE>
<CAPTION>

                                                                          Three Months   Nine Months
                                                                             Ended          Ended
                                                                         June 30, 2003  June 30, 2003
                                                                       --------------- -------------

<S>                                                                        <C>           <C>
               Beginning balance                                             $170,000      $235,000
               Investment participations received                             900,000     1,558,500
               Investment participations repaid upon case resolutions              --     (723,500)
                                                                       --------------  -------------
                      Net increase                                            900,000       835,000
                                                                       --------------- -------------
               Ending Balance                                              $1,070,000    $1,070,000
                                                                       =============== =============
</TABLE>

                                       8
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For
          the three months and nine months ended June 30, 2002 and 2003

               At June  30,  2003,  related  party  debt  consists  of  $700,000
               unsecured  promissory  notes to stockholders  bearing interest at
               eight percent,  $600,000 of which is due in May 2004 and $100,000
               in May 2005,  and $270,000 of  non-interest  bearing  third party
               participations   in   investments   in  contracts.   Third  party
               investment  participations  are  collateralized  by  specifically
               identified  investments  in contracts and are repayable only upon
               successful  resolution  and  collection of the  underlying  case,
               along with 75% of the fees received. During the nine months ended
               June 30, 2003,  related parties advanced  $663,500 to the Company
               for investment participations,  and the Company returned $624,000
               in  principal  and  $158,159  in fees  to  related  parties  upon
               successful case  resolutions.  Contract fees are presented net of
               amounts paid to third party participants.


                                       9
<PAGE>


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

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


Forward Looking Statements

         The  following  "Management's   Discussion  and  Analysis  or  Plan  of
Operation"  includes  "forward  looking  statements."  All statements other than
statements of historical fact made in this Form 10-QSB are  forward-looking.  In
particular, any statements made in this Form 10-QSB 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 above
under the heading "Factors That May Affect Future Results" and elsewhere in this
Quarterly  Report on Form  10-QSB  that  could  cause  actual  results to differ
materially  from  those  anticipated  by  us.  Our  actual  results  may  differ
significantly from our expectations.


Overview

         Case  Financial,  Inc. was  incorporated  in the State of California in
1998 and took over the net assets,  primarily  cash, of Asia Web Holdings,  Inc.
("Asia Web") by way of a reverse acquisition completed on May 24, 2002.

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

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

         We classify our advances,  loans and guaranties on our balance sheet as
"investments  in contracts"  to reflect  their nature as risk-based  investments
where the return of principal and fees are subject to the  uncertainty of future
events in the  prosecution of the  litigation.  The investments in contracts are
reflected on our financial  statements  at the  principal  amount of the advance
less a reserve for future contract  losses.  We recognize  income at the time of
settlement or favorable adjudication of the case.

                                       10
<PAGE>

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

         Historically,  approximately  98% of our  fundings  were to  attorneys,
while the remaining portion was made directly to plaintiffs.  In October 2002 we
formed a 100% owned subsidiary Case Capital  Corporation which became a licensed
California  finance  lender  in April  2003.  Currently,  we focus on  providing
fundings only to  plaintiffs'  counsel,  and only in the form of either loans or
payment assumption guaranties of the fees for experts,  legal services providers
and other  litigation  costs.  We refer to these new loans and guaranties as our
Litigation  Expense Guaranty  (L.E.G.s(TM))  program.  We continue to employ our
historical underwriting and internal risk analyses in determining the individual
case  funding  amounts and pricing  under the L.E.G.s  program,  focusing on the
individual  merits,  risk,  estimated  settlement  value and timing of each case
proposed to be financed. We formed Case Capital Corporation,  registered it as a
licensed  California finance lender, and created the L.E.G.s program in order to
reduce some of the risk inherent in our business,  better  leverage our capital,
and add value for our shareholders. While a majority of our revenues in the near
future will continue to be derived from resolutions of traditional cash advances
made  prior to April  2003,  our  marketing  focus  is on the  L.E.G.s  loan and
guaranty program.

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

         Through May 24, 2002,  the combined  financial  statements  include the
accounts of Case Financial,  Inc., its wholly owned  subsidiary,  Case Financial
Funding,  Inc.,  and Case  Financial  LLC,  a  company  related  through  common
ownership ("Old Case"). Prior to the merger, Case Financial, Inc. is referred to
as "Old CFI." The accompanying financial statements also include the accounts of
Case Financial Inc. and our wholly owned  subsidiaries  Case Financial,  LLC and
Case Capital  Corporation  subsequent to May 24, 2002 through June 30, 2003. All
significant intercompany accounts, transactions and profits have been eliminated
upon consolidation and combination.

         Since the  inception of Old CFI in December 1998 through June 30, 2003,
we have funded over 1,400 advances and loans  representing  an aggregate of $8.7
million in principal  amount of investments  in contracts.  As of June 30, 2003,
approximately 71% of those cases have been resolved,  resulting in the return of
$6.9  million  cash  (representing  80%  of  total  principal  advanced)  and an
annualized  return on investment of 73%,  including  principal  losses of 14% on
those  resolved  cases.  Past  results  are  no  guarantee  of  future  results.
Nevertheless  these metrics provide useful aggregate  information about the size
and past performance of our investments in contracts portfolio and may be useful
as a benchmark for future performance. While the historical settlement cycle has
averaged 15 months, the settlement cycle for advances made since March

                                       11
<PAGE>

2002 is now less than 12 months on average. As we have gained more experience in
the  marketplace,  our  management  has focused on improving our risk  analysis,
investment timing and pricing models.  Over time, our risk policies have evolved
to include a set of financial  metrics and  portfolio  management  techniques to
help  shorten the average  investment  period,  maximize  collection  values and
minimize the risk of loss.

Revenue Generation, Recognition, and Reserve for Contract Losses

         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 (and  interest  in the case of
loans) which are  recognized  only at conclusion  of the case,  and only if such
litigation is successful.  We base the prices we charge on our  underwriting and
analyses of the risk, and  additionally,  in the case of advances and loans,  on
the time  value of  money.  In  unsuccessful  cases,  we  realize  a loss of the
investment  principal.  We establish an allowance for  investments  in contracts
that  may  become  uncollectible.  It is  maintained  at a  level,  which in our
judgment is sufficient to cover future losses.

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

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

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

Reverse Acquisition

         On March 12,  2002,  Old CFI entered into an Asset  Purchase  Agreement
whereby Old CFI agreed to sell its fixed assets and business  operations to Asia
Web for  3,100,000  shares of Asia Web's common  stock.  In  addition,  Asia Web
agreed to purchase up to $2,500,000 of promissory notes owned by note holders of
Old CFI in exchange  for  5,000,000  shares of Asia Web common  stock  valued at
$0.50 per share for the 60 days following closing of the transaction.  As of the
closing date, Asia Web and these note holders exchanged 1,750,700 shares of Asia

                                       12
<PAGE>

Web common  stock for notes  receivable  from Old CFI in the amount of  $835,000
plus  accrued  interest of $40,350.  These notes are  unsecured,  due on demand,
accrue  interest at 12% to 18% per annum,  and are  subordinate to $2,200,000 in
secured  indebtedness  of Old Case. In addition,  Asia Web purchased 100% of the
members'  interest in Case  Financial,  LLC for 150,000  common shares valued at
$67,500 and $700,000 in 8% subordinated promissory notes.

Critical Accounting Policies

Revenue recognition:

         Contract fees are  recognized by us when a case is settled or favorably
adjudicated.  Selling  commissions  are incurred and expensed  when the contract
investments are funded. An investment in a contract is deemed fully or partially
uncollectible  when the case is dismissed or settled for an amount less than our
investment.

         In addition to contract fees from  investments in contracts made by us,
we may originate and service  investments  in contracts on behalf of third party
investors  for  which we  receive a success  fee  generally  equal to 25% 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 75% of the amount earned.  Third
party  investors  bear the entire  financial risk with respect to the underlying
investment in contract. 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  portfolio.  The amount of the allowance is based on trends we see in
historical losses, and exceeds the amount experienced on resolved cases.

         Use of estimates:

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

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

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

Long-lived assets:


                                       13
<PAGE>

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

Trends and Uncertainties

         The  business  of  providing  non-recourse   pre-settlement  litigation
funding in personal  injury and other  contingency  litigation is less than five
years old and,  therefore,  is in its infancy. We believe that only a very small
percentage of the potential  business  opportunity has been actualized.  We have
focused our attention on educating  attorneys  within the State of California as
to the ethical use of alternative  forms of financing.  The industry has shifted
from an early emphasis on providing  funding  primarily to plaintiffs to funding
plaintiff  lawyers and law firms.  The total  burden of the cost of  contingency
litigation continues to increase, and we believe that law firms are beginning to
understand the value  proposition in  non-recourse  pre-settlement  funding that
helps them share the economic risk while freeing up their  business and personal
assets for other  purposes.  Although  there are a number of direct and indirect
competitors  attracted to this type of specialty  financing  because of the high
potential  returns,  many have been unable to properly assess the inherent risks
and have  therefore  run out of capital to deploy,  or  experienced  significant
losses on their  investments.  As a result  of this,  certain  of the  companies
recently  entering the market have become  inactive with  operations  consisting
primarily of holding and servicing  existing  investments  or brokering  funding
transactions  to other capital  providers.  The focus on managing the investment
and  collection  risk is  fundamental,  and is the principal  reason why we have
developed  and  implemented  a  proprietary  set of risk  analyses and portfolio
management tools.

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

RESULTS OF OPERATIONS

         Our  fiscal  year  changed  after  the  merger  on May 24,  2002 from a
December 31 year end to a September 30 year end.  Results of Operations  for the
three and nine months ended June 30, 2003 are  compared  with the three and nine
months ended June 30, 2002

         Revenues

         Revenues consist  primarily of fees earned on investments in contracts,
which  are  recognized  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,  we

                                       14
<PAGE>

manage the  investments  in contract  portfolios  of  affiliates  and earn 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.  Revenues for 2002 were  primarily  those of Old Case and Old
CFI and reflected  contract fees from contracts  closed over a normal  operating
cycle.

         Total Revenues

         Total revenues  consisting of contract fees and service fees aggregated
$92,753 in the three months ended June 30, 2003 compared with total  revenues of
$222,259 for the three  months  ended June 30, 2002, a decrease of $129,506,  or
58.3%.

         Total revenues  consisting of contract fees and service fees aggregated
$372,381 in the nine months ended June 30, 2003 compared with total  revenues of
$693,230 for the nine months  ended June 30,  2002,  a decrease of $320,849,  or
46.3%.


         Contract Fees

         Contract fee  revenues  were $86,166 in the three months ended June 30,
2003 compared with $197,297 for the three months ended June 30, 2002, a decrease
of $111,131,  or 56.4%. During the three months ended June 30, 2003, one related
party  advanced  $100,000 or 11% of the $900,000  total third party  investments
received.  During the three months ended June 30, 2003, there were no resolution
of investments in contracts  arising from third party  investments  and no third
party  participation  fees were distributed.  Contract fees are presented net of
amounts, if any, we paid to third party participants.

         Contract fee revenues  were  $320,569 in the nine months ended June 30,
2003  compared with $668,268 for the nine months ended June 30, 2002, a decrease
of $347,699,  or 52.1%.  During the nine months ended June 30, 2003, two related
parties   advanced   $663,500  or  43%  of  the  $1,558,500  total  third  party
investments.  We  returned  $624,000  or 88% of the  $709,000  total third party
investment principal returned on resolved cases to those two related parties. In
addition, during the nine months ended June 30, 2003, we distributed $158,159 or
95% of the total third  party  participation  fees to those two related  parties
upon  successful  case  resolutions.  Contract fees are presented net of amounts
paid to third party  participants.  As of June 30, 2003, third party investments
aggregated $1,070,000, of which $270,000 or 25% was from related parties.

         Contract  fee revenue is directly  related to the  principal  amount of
successful case resolutions as well as the length of time the related investment
in contract has been  outstanding.  The decrease in contract fee revenue for the
three months and nine months ended June 30, 2003 is  primarily  attributable  to
the retention by Old Case of $1,888,644 of mature  investments  in contracts not
acquired in the reverse  acquisition.  In  addition,  for the three months ended
June 30, 2003,  the majority of the cases  resolved were  attributable  to third
party investment participations in which we originate and service the investment
in  contract  on behalf  of the  investor  for a fee equal to 25% of the  income
collected upon successful resolution.

         We made the  majority of our new  advances  subsequent  to May 24, 2002
with capital provided by the reverse acquisition,  from which we do not expected
to generate  significant contract fee revenue until the underlying cases resolve
in future periods after the portfolio of investments in contracts has matured to
an average  period of at least nine months.  At June 30, 2003,  we estimate that
unrecorded fee income on outstanding  investments in contracts  (i.e. open cases
not yet  resolved)  is  approximately  $1,443,000,  which we expect will resolve

                                       15
<PAGE>

within the next three to fifteen  months.  Our  estimate is based on  historical
performance  and includes a provision for losses and settlements at amounts less
than contracted fees.

         Service Fees

         Service fee revenues  were $6,587 as compared with $24,962 in the three
months ended June 30, 2003, a decrease of $18,375,  or 73.6%. For the nine month
period ended June 30, 2003 services  were $51,812  compared with $24,962 for the
nine months ended June 30, 2002, an increase of $26,850, or 107.6%. Service fees
are based upon  collections  from the portfolios under management of older debts
from  the Old CFI and  can  fluctuate  based  upon  receipt  of cash  from  this
portfolio.

Revenue Analysis.  The following table sets forth the composition of the revenue
we generated from our investments in contracts portfolio by category:

Revenue Analysis

<TABLE>
<CAPTION>

                                                Three Months        Three Months       Nine Months            Nine Months
                                             ended June 30,2002  ended June 30,2003 ended June 30,2002    ended June 30, 2003
                                            -------------------- ----------------- ---------------------  --------------------

<S>                                           <C>         <C>     <C>       <C>     <C>           <C>      <C>          <C>
Contract fees from cash advances and loans    $ 197,047   88.7%   $ 86,166  92.9%   $ 666,987     96.2%    $ 102,232    27.5%
Success fees from 3rd party investments             250    0.1%          -   0.0%       1,281      0.2%      218,337    58.6%
                                            -------------------- ----------------- ---------------------  --------------------
     Total contract fees                        197,297   88.8%     86,166  92.9%     668,268     96.4%      320,569    86.1%
                                            -------------------- ----------------- ---------------------  --------------------
Service fees                                     24,962   11.2%      6,587   7.1%      24,962      3.6%       51,812    13.9%
                                            -------------------- ----------------- ---------------------  --------------------
Total Revenue                                 $ 222,259  100.0%   $ 92,753 100.0%   $ 693,230    100.0%    $ 372,381   100.0%
                                            ==================== ================= =====================  ====================

</TABLE>


CUSTOMERS

         As of June 30, 2003, advances and loans to one law firm represented 34%
of our portfolio of  investments in contracts,  net of third party  investments.
For the nine months ended June 30, 2003, two law firm customers  represented 20%
and 14% respectively of our revenue, for an aggregate of 34%.


         Operating Costs and Expenses:

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

         Provision for Losses on Investments in Contracts

         Fee  income  is  recognized   when  a  case  is  settled  or  favorably
adjudicated.   An  investment  in  a  contract  is  deemed  fully  or  partially
uncollectible  when the case is dismissed,  abandoned,  or settled for an amount
less than our  investment.  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 management's  judgment, is adequate to
absorb losses in the contract investment portfolio.  The amount of the allowance
is based on a loss  rate  which  exceeds  the  amount  actually  experienced  on
resolved cases.

         The  provision for losses on  investments  in contracts was $66,951 for
the three  months  ended June 30,  2003 as compared  with  $97,069 for the three
months ended June 30, 2002, a decrease of $30,118, or 31.1%.


                                       16
<PAGE>

         The provision for losses on  investments  in contracts was $174,267 for
the nine  months  ended June 30,  2003 as compared  with  $194,389  for the nine
months ended June 30, 2002. Accordingly, the provision for losses on investments
in  contracts  decreased  by $20,122 for the nine months  ended June 30, 2003 as
compared  with the nine months ended June 30, 2002.  The provision for losses on
investments in contracts is directly  related to the level of the investments in
contracts outstanding.


         General and Administrative

         General  and  administrative  expenses  increased  71% or  $208,147  to
$499,308 for the three months ended June 30, 2003 compared with $291,161 for the
three  months  ended June 30,  2002.  For the nine  months  ended June 30,  2003
expenses increased 111% or $777,227 to $1,476,417 compared with $699,190 for the
nine months ended June 30, 2002.

         The increase in general and  administrative  costs and expenses for the
three and nine months  ended June 30,  2003 as compared  with the three and nine
months ended June 30, 2002 is primarily attributable to expenses we incurred for
accounting,  auditing  and legal  services  in  connection  with the change to a
September  30 fiscal year end,  including  the related  annual  audit and 10-KSB
filing,  and legal fees and costs in connection  with the development of the new
L.E.G.s program,  formation and  qualification of Case Capital  Corporation as a
registered  California Finance Lender, and increased  compliance costs resulting
from the Sarbanes-Oxley legislation.

         Sales and Marketing

         Sales and  marketing  expenses were $136,636 for the three months ended
June 30, 2003 as compared  with  $174,464  for the three months June 30, 2002, a
decrease of $37,828 or 22%.  Sales and marketing  expenses were $417,060 for the
nine  months  ended June 30,  2003 as  compared  with  $325,266,  an increase of
$91,794  or 28% for the  nine  months  June  30,  2002.  The  increase  resulted
primarily from an increase in focus on sales and marketing processes, attendance
at  trade  shows  and  conventions,  and  expanded  development  of our  product
offerings, including launch of our new L.E.G.s program.


Other Income (Expense):

         Interest Income

         In each three and nine month period of 2002 and 2003,  interest  income
is derived  principally  from interest  earned on bank  deposits.  Cash in banks
increased during the period as a result of the reverse  acquisition and new debt
financings.

         Interest Expense

         Interest expense was $105,878 for the three months ended June 30, 2003,
as  compared  with  $112,107  during the three  months  ended June 30,  2002,  a
decrease  of $6,229 or 5.6%.  Interest  expense  on related  party  indebtedness
aggregated  $32,957  for the three  months  ended June 30,  2003  compared  with
$79,282 for the three months ended June 30, 2002.


                                       17
<PAGE>

         Interest  expense was $263,107 for the nine months ended June 30, 2003,
as compared with $616,688 during the nine months ended June 30, 2002, a decrease
of $353,581 or 57.3%. Interest expense on related party indebtedness  aggregated
$101,648 for the nine months ended June 30, 2003  compared with $381,657 for the
nine months ended June 30, 2002.

         The  decrease in interest  expense for the three and nine months  ended
June 30,  2003  compared  with the three and nine  months  ended  June 30,  2002
resulted primarily from the retention by Old Case of $4,352,700 of high interest
rate debt,  replaced  with the  issuance of  $700,000,  8%  promissory  notes in
connection  with the reverse  acquisition.  This  reduction was partly offset by
interest payable at 12% on $2,200,000 of debt secured in late 2002.


Legal Settlement Income and Expense

         During the three and nine  months  ended  June 30,  2003,  we  received
$274,866 in legal settlements and paid $125,862 in settlement costs.  There were
no comparable  legal  settlement  income or expense in the three and nine months
ended June 30, 2002. See Part II, Item 1 "LEGAL PROCEDINGS."

Liquidity and Capital Resources:

         We finance our operations from the following sources:

         (1)  Resolution of existing  cases in our portfolio of  investments  in
              contracts,
         (2) Capital for individual cases provided by third party investors,
         (3) Service fees we generate from the  management of the  investment in
             contracts portfolio of Old CFI, our affiliate, and
         (4) Debt or equity financings.

         Our principal  obligations  at June 30, 2003 consisted of $2,200,000 in
12% promissory  notes due in December 2006 with interest  payable  monthly,  and
$700,000 in 8%  promissory  notes to affiliates  issued in  connection  with the
acquisition of Case  Financial LLC,  $600,000 due May 2004, and $100,000 due May
2005, with interest payable monthly.  We also had $609,839 in accounts  payable,
accrued  expenses  and other  short term debt,  and  $1,070,000  in third  party
investments.

Operating Activities

         Our  balance  sheet at June 30,  2003  reflects  cash of  $314,446,  an
increase of $155,237  during the nine months then ended  September 30, 2002. Net
cash used in operating  activities was $1,571,639 for the nine months ended June
30, 2003 and $446,159  for the nine months ended June 30, 2002.  The increase in
cash used in operating activities of $1,125,480 resulted primarily from non-cash
expenses for stock  options and warrants of $787,777 in the prior year that were
not present in the current year. Other net uses of cash in operating  activities
during the period included an increased operating loss of $65,241 an increase in
prepayments  and other  current  assets of $62,956 and a  reduction  in accounts
payable and other current liabilities of $207,593.


                                       18
<PAGE>

Investment Activities

         Net cash  used in  investing  activities  was  $1,118,124  for the nine
months ended June 30, 2003 an increase of $853,770 from the comparable period in
2002. This increase was primarily  attributable to a rise in the dollar value of
our  advances.  The increase in advances  made during the nine months ended June
30, 2003 as compared  with the nine months ended June 30, 2002 was primarily the
result of an increase in third party investments.  In addition, case resolutions
typically  average 9-15 months from date of advance and the majority of the 2002
advances  were made  subsequent  to the reverse  acquisition  in May 2002.  As a
result,  the case  resolutions  and  resultant  revenue  were not expected to be
significant in the three and nine months ended June 30, 2003.

         We made  contract  advances for the three months ended June 30, 2003 of
$1,221,515,  an increase of $657,245  as compared  with  $564,270  for the three
months ended June 30, 2002. In addition, we collected $678,784 on resolved cases
for the three months ended June 30, 2003,  an increase of $505,929,  as compared
with $172,855 for the three months ended June 30, 2002.

         We made contract  advances of $2,447,222 for the nine months ended June
30, 2003, an increase of $719,695 or 41.7% , as compared with $1,727,527 for the
nine months  ended June 30,  2002.  In  addition,  we  collected  $1,345,184  on
resolved  cases for the nine months  ended June 30, 2003, a decrease of $118,287
or 8.1% as compared with $1,463,471 for the nine months ended June 30, 2002.




Financing Activities

         Net cash provided by financing  activities  was $2,845,000 for the nine
months ended June 30, 2003 an increase of $1,683,589 over the comparable  period
in 2002. The increase was primarily  attributable to the  investments  described
below.

         We completed  the reverse  acquisition  on May 24, 2002 which  provided
approximately $1,400,000 in new capital. In connection with that transaction, we
also  reduced our then  outstanding  interest  bearing debt from  $4,200,000  at
15%-18% to  $700,000  at 8%. At June 30,  2003,  we had  $2,900,000  of interest
bearing long term 8%-12% debt, an increase of $2,200,000 from June 30, 2002.

         On December 5, 2002, we received  $50,000 from the issuance of a 9.85%,
three-year  convertible  subordinated  promissory  note. The promissory  note is
convertible  into our common  stock at the  election  of the note  holder at the
conversion  price of $1.00 per share.  In  addition,  each  $25,000 note payable
includes  warrants to purchase  12,500  shares of our common  stock at $0.60 per
share that expire in three years.

         On December 12, 2002, we closed a $2.0 million long-term debt financing
with an  institutional  investor.  The  terms of the  promissory  note  call for
interest  at 12% per  annum  payable  monthly  beginning  April  1,  2003,  with
principal due at maturity on December 12, 2006.  In addition,  the note includes
warrants to purchase 2,000,000 shares of our common stock at $0.50 per share and
warrants to purchase  1,000,000  shares of our common stock of Case Financial at
$0.80 per share that expire in four years. We also agreed to register the common
stock  underlying  the  warrants  in a  registration  statement  filed under the
Securities Act of 1933, as amended (the "Act").


                                       19
<PAGE>

         In  connection  with the above  financing,  we  incurred  finders  fees
amounting  to  approximately  $233,000  including  the fair value of warrants to
purchase  200,000  common  shares at $0.50 per share issued to the  finders.  In
addition,  we incurred  $83,000 in interest costs based on the fair value of the
warrants issued directly to the lender. Both the finders fees and interest costs
related to the financing  have been  capitalized  into prepaid  expenses and are
being amortized over the term of the loan.

         Effective  January 1, 2003,  two  accredited  investors  (including the
$50,000 December 5, 2002 transaction described above) converted their investment
by exchanging  three-year,  9.85% per annum promissory notes for four-year,  12%
per annum, promissory notes issued by us. The principal amount of the promissory
notes was $200,000. As part of the conversion,  we cancelled three-year warrants
to  purchase  100,000  shares of common  stock at $0.65 per  share,  and  issued
four-year  warrants  to  purchase:  (i)  200,000  shares of  common  stock at an
exercise  price of $0.50 and (ii) 100,000  shares of common stock at an exercise
price of $0.80 to the two investors. We also agreed to register the common stock
underlying the warrants in a registration statement filed under the Act.

         At June 30, 2003,  we had  $1,070,000  in  obligations  for Third Party
Investments,  an  increase  of  $900,000  over the  balance  at March 31,  2003,
$100,000 of which was from a related  party.  There were no case  resolutions on
the related investments in contracts during the three months ended June 30, 2003
and therefore no principal was returned during the period.

         We do not have any material capital expenditure  commitments as of June
30, 2003.

         The current cash balance  should,  when combined  with the  anticipated
cash flows  generated  by contract  fees on our  portfolio of  investments,  and
anticipated  service fees from the  management  of the Old Case  portfolios,  be
sufficient to finance our operations for at least the next 12 months.

         We intend to pursue  additional  debt and equity  investments and joint
investment  participations  with  institutional and accredited  investors in the
future.


FACTORS THAT MAY AFFECT FUTURE RESULTS

RISKS RELATED TO OUR BUSINESS:


OUR CASH  FLOW IS  DEPENDENT  ON  FACTORS  BEYOND  OUR  CONTROL,  INCLUDING  THE
UNCERTAINTY  OF  LITIGATION  OUTCOMES,  AND  THEREFORE  A  COLLECTION  CYCLE  OF
UNCERTAIN DURATION. AS A RESULT, WE MAY BE REQUIRED TO OBTAIN INTERIM FINANCING,
WHICH MAY BE ON UNFAVORABLE TERMS, RESULTING IN A MATERIAL ADVERSE IMPACT ON OUR
RESULTS OF OPERATIONS  AND REVENUES,  AS WELL AS OUR ABILITY TO ENGAGE IN FUTURE
BUSINESS

         We may  have to  wait  for a long  period  of time  after  we fund  our
advances for  resolution of the underlying  claim,  and only if the plaintiff is

                                       20
<PAGE>

successful,  do we  recover  our  advances  or  loans  and  fees.  Based  on our
experience of cases settled to date, claims have  historically  taken an average
of 15 months to resolve.  Although we make efforts to reduce that time,  once we
have  funded a client,  the  collection  cycle is  largely  out of our  control.
Accordingly,  we must use other funds to pay for our overhead  expenses.  Should
recoveries  take  longer than we planned,  we may have to seek  interim  debt or
equity  financing  to meet our  expenses.  We cannot  assure you that in such an
event we could find such financing or that, if we could,  the financing would be
available on terms satisfactory to us. As a result, we may experience a material
adverse impact on our financial position,  particularly our revenues, as well as
our ability to continue to fund current and future clients.

OUR  BUSINESS  IS  CAPITAL  INTENSIVE.  IN ORDER TO  ACHIEVE  PROFITABILITY  OUR
PORTFOLIO OF  INVESTMENTS  IN CONTRACTS,  EXCLUSIVE OF THIRD PARTY  INVESTMENTS,
MUST EXCEED $4,000,000 FOR A PERIOD OUTSTANDING OF AT LEAST NINE MONTHS

         Our business strategy requires us to deploy sufficient capital in order
to  create  the  scale  necessary  to  generate  a  profit.  In order to  become
profitable,  we must have  sufficient  working  capital to build a portfolio  of
investments in contracts  (exclusive of third party investments) which aggregate
at least  $4,000,000 in principal amount of advances,  loans or guaranties;  and
which have been outstanding for a period of at least nine months. Our failure to
obtain and maintain the  necessary  capital or  guaranties  to meet this minimum
threshold  will result in continuing  losses  assuming our current  expenses and
will have a material  adverse  effect on our business,  financial  condition and
results of operations.

IF ACTUAL LOSSES EXCEED OUR LOSS RESERVES, OUR RESULTS OF OPERATIONS AND WORKING
CAPITAL WILL BE ADVERSELY AFFECTED

We maintain a reserve for  investments  in  contracts  that may not be favorably
resolved.  We are not able to make an exact  calculation of losses but rather we
make  estimates of losses based on our experience  with similar  cases.  We base
these  estimates on facts and  circumstances  then known,  predictions of future
events, estimates of future trends in claims and judicial theories of liability.
For example,  we may not be able to collect upon the judgment  recovery when and
if it is delivered to the plaintiff's  counsel, or we may not be able to collect
without  bringing a legal  action  against  the former  plaintiff.  Because  our
establishment  of loss  reserves is an  inherently  uncertain  process we cannot
assure you that our ultimate  losses will not exceed our loss  reserves.  If our
reserve levels are inadequate, we will be required to increase our loss reserves
and loss adjustment expenses and our results of operations,  working capital and
stockholder's equity will be adversely affected.

WE PROVIDE FUNDING  PRIMARILY ON STATE AND FEDERAL  LITIGATION  CONDUCTED WITHIN
CALIFORNIA  COURTS.  OUR ABILITY TO EXPAND  OUTSIDE OF  CALIFORNIA IS LIMITED BY
JURISDICTIONAL LIMITATIONS

         Not all states allow  loans,  guaranties  or advances to attorneys  and
plaintiffs. Some jurisdictions do not allow maintaining,  supporting,  promoting
or assisting another person, with money or otherwise, to prosecute a lawsuit, or
"maintenance."  Similarly,  the  bargain  between  a  stranger  and a party to a
lawsuit by which the  stranger  pursues the party's  claim in  consideration  of
receiving part of any judgment  proceeds may be a form of "maintenance"  and may
not be  permitted  in some  jurisdictions.  Our  ability  to grow and expand our

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<PAGE>

business outside of California is limited to specific jurisdictions which permit
us to conduct  operations.  Our inability to expand  outside of  California  may
negatively impact our ability to grow.

COURTS  MAY DEEM OUR  ADVANCES  PRIOR TO  APRIL  2003 TO BE LOANS  RESULTING  IN
REDUCED OPERATING REVENUES

         Prior  to Case  Capital  Corporation  becoming  a  licensed  California
finance lender in April 2003, we made advances not loans or guaranties. While we
believe that we were not subject to various laws and  regulations  in California
that constrain lending  activities with respect to our activities prior to April
2003, we cannot assure you that a court in any  jurisdiction in which we pursued
our business would not examine our activities and come to the conclusion that we
were in fact  lending  money  to  plaintiffs.  If a court  determines  that  our
activities  constituted  lending in violation of local law, our agreements would
be  voidable,  and we could be subjected  to fines and other  sanctions.  Such a
conclusion would significantly impact our financial condition, as well as reduce
our ability to fund new plaintiffs.

THE BUSINESS OF MAKING NON-RECOURSE  ADVANCES,  LOANS AND GUARANTIES IN PERSONAL
INJURY AND  CONTINGENCY  LITIGATION  IS A NEW BUSINESS.  ACCORDINGLY,  IT MAY BE
DIFFICULT TO EVALUATE OUR BUSINESS AND RESULTS OF  OPERATIONS,  WHICH MAY HAVE A
MATERIAL ADVERSE IMPACT ON OUR STOCK PRICE.

         The business of making non-recourse  advances,  loans and guaranties in
personal  injury and other  contingency  litigation is less than five years old.
While we are one of the earliest entrants, we have only four years of precedents
upon  which  to base  our  operations.  In  addition,  none of our  officers  or
directors  has  experience  in the  business  of lending  prior to  joining  the
company.  While we believe  that the time spent in the past four years  refining
our risk analysis  procedures allows us to evaluate the lawyers,  plaintiffs and
cases to whom we advance money,  there is no extensive  history in risk analysis
upon which we or  investors  may rely.  Although  we make  comparisons  to other
claims and compile a database of case activity to assist our  operations,  we do
not have an extensive  database upon which we can make our risk decisions.  Risk
decisions made on incomplete or  inaccurately  assessed  information may lead to
lower rates of claims  recovery  and may have an adverse  impact on our business
and results of our operations.

IN ORDER TO GENERATE BUSINESS AND OPERATE PROFITABLY,  WE MUST EDUCATE CUSTOMERS
ABOUT OUR SERVICES

         Unlike other financial services, the business of providing non-recourse
pre-settlement  funding  in  contingency  litigation  is  not  well-known  among
plaintiff  attorneys,  nor among the general population,  which includes current
and future  plaintiffs.  As a result,  we must utilize  strong sales  efforts to
increase  awareness of our  business in order to increase our customer  base and
market.  Therefore,  we cannot give any assurances that we will be successful in
educating  potential  customers  about our  services  and  especially  educating
customers  about our  services in a manner that will be  attractive  to them.  A
failure to so  educate  customers  may  reduce  our  client  base as well as our
overall market, which may have an adverse impact on our ability to grow.

28.9% OF OUR ASSETS ARE REPRESENTED BY UNSECURED NOTES  RECEIVABLE FROM OLD CFI,
AN  AFFILIATED  ENTITY.  OLD CFI MAY NOT BE ABLE TO REPAY THE  INVESTMENT IN THE
EVENT IT IS UNABLE TO COLLECT ON ITS  PORTFOLIO OF  INVESTMENTS  IN CONTRACTS OR
DISPOSE OF OUR COMMON SHARES


                                       22
<PAGE>

          $737,632  of our  assets  is held as  notes  receivable  from Old CFI,
including accrued interest.  This amount represents 28.9% of our total assets as
of June 30, 2003.  Old CFI's  ability to pay these notes is dependent in part on
their collection of investments in contracts made prior to our merger,  which we
service,  and in part on their ability to liquidate  profitably their only other
significant  asset,  which consists of 2,620,000 shares of our common stock they
received  in  our  merger,   representing  16.8%  of  our  total  common  shares
outstanding.  These shares are restricted  subject to Rule 144 volume and manner
of sale limitations,  but are not otherwise subject to any other restrictions on
resale.  Accordingly,  any adverse change in either Old CFI's ability to collect
on such  investments in contracts or the value of our stock, or the inability to
dispose  of the  shares in an orderly  and  timely  manner  will have a negative
impact on our financial position and results of operations. In addition, Old CFI
has approximately  $2,200,000 in secured indebtedness at June 30, 2003, which is
senior to and has priority over our unsecured notes and accrued interest.

OUR  BUSINESS  MAY BE  COPIED  BY  COMPETITORS  AS  THERE  ARE FEW  BARRIERS  TO
COMPETITION

         Other than financial capabilities, an expertise in assessing risks, our
proprietary  business processes and supporting  infrastructure,  our business is
not  dependent  upon  proprietary   information  that  could  not  otherwise  be
duplicated.   Accordingly,  there  are  no  substantial  barriers  to  potential
competitors.  We may not be able to  compete  successfully  against  current  or
future  competitors.  In addition,  competition may drive down the return on our
advances,  loans,  or guaranties.  Given the risks  inherent in our business,  a
reduction in our rate of return may impact the viability of our business  model.
There is no assurance that we may be able to compete successfully against others
who offer similar  services or that such  competition may not reduce the rate of
return we receive for our funding.

OUR  BUSINESS  IS  DEPENDENT  ON KEY  PERSONNEL,  AND THE  LOSS OF ANY OF  THESE
EMPLOYEES  MAY HAVE A  MATERIAL  DETRIMENTAL  IMPACT ON OUR  ABILITY  TO CONDUCT
BUSINESS AND OBTAIN FUTURE CLIENTS

         Our future performance  depends on the service of key personnel such as
Eric Alden, Chief Executive Officer, Lorne Pollock, Vice President Underwriting,
Gary Primes,  Chief  Information  Officer and Vice President of Operations,  and
James Lewis,  Vice President of Sales,  and our ability to attract,  train,  and
retain additional risk,  technical,  sales,  marketing,  customer  support,  and
management personnel.  While we have employment agreements with three of our key
employees,  none of which restrict them from leaving our company and/or pursuing
opportunities with competitors,  we do not have a written  employment  agreement
with Eric Alden. The loss of one or more key employees could  negatively  impact
us. We cannot assure you that we will retain these key employees, or attract and
retain other needed personnel.

RISKS RELATED TO OWNING OUR COMMON STOCK:

EXERCISE OF OPTIONS AND  WARRANTS  WILL DILUTE  EXISTING  STOCKHOLDERS  BY UP TO
49.2% AND COULD DILUTE YOUR INTEREST IN OUR COMMON STOCK


                                       23
<PAGE>

         As of June 30, 2003, we had issued and outstanding 15,561,108 shares of
common stock,  outstanding  options to purchase  2,185,000  additional shares of
common stock,  with a weighted  average  exercise  price of $0.43 and a weighted
average life of 7.6 years, and warrants to purchase 5,475,000  additional shares
of common stock:  1,975,000 shares at $3.00 expiring July 2004, 1,100,000 shares
at $0.80 and 2,400,000  shares at $0.50 expiring  December 2006. The exercise of
such options and warrants may dilute your interest and ownership in our stock by
49.2% after full  exercise.  Such  dilution  may also limit our ability to raise
additional capital through equity sales.



OUR OFFICERS AND DIRECTORS COLLECTIVELY OWN APPROXIMATELY 23% OF THE OUTSTANDING
SHARES  OF OUR  COMMON  STOCK,  WHICH  ALLOWS  THESE  STOCKHOLDERS  TO  EXERCISE
SIGNIFICANT  CONTROL  OVER  MATTERS  REQUIRING  APPROVAL  OF  THE  STOCKHOLDERS.
ACCORDINGLY,  THIS MAY RESTRICT YOUR ABILITY TO EFFECTUATE AN ACTION CONTRARY TO
THE POSITION OF OUR BOARD AND MANAGEMENT,  SHOULD THEY CHOOSE TO ACT AS A GROUP,
AND MAY MAKE IT DIFFICULT FOR YOU TO RECEIVE A PREMIUM FOR YOUR SHARES OF STOCK

         As a result of the significant collective ownership of our officers and
directors,  other  investors  may have limited  control  over matters  requiring
approval by the  stockholders,  including the election of directors,  should the
officers and directors choose to act as a group. Such  concentrated  control may
also make it  difficult  for you to  receive a  premium  for your  shares of our
common  stock  should  you  choose  to sell them in  opposition  to the board of
directors and management.

OUR 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 OUR COMMON STOCK TO DECREASE

         Because  our  common  stock is listed on the OTC  Bulletin  Board,  the
liquidity of our 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 of us. As a result,
prices for shares of our common stock may be lower than might otherwise  prevail
if our common stock was traded on NASDAQ or a national securities exchange, like
the American Stock Exchange.

OUR 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 US

         Although  we  currently  do  not  have  any  such  shareholder   rights
outstanding, our certificate of incorporation makes it possible for our Board of
Directors to issue preferred stock with voting or other rights that could impede
the success of any attempt to change  control of us.  Delaware  law  prohibits a
publicly  held   Delaware   corporation   from  engaging  in  certain   business
combinations with certain persons, who acquire our 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 our Board of Directors as required by the statute
which may  discourage  third  parties from  attempting  to acquire or to acquire

                                       24
<PAGE>

control of us even if the attempt  would  result in a premium  over market price
for the shares of common stock held by our stockholders.

OUR COMMON STOCK IS SUBJECT TO "PENNY STOCK" RULES

         The  Securities  and Exchange  Commission  has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes  relevant to us,
as any equity  security  that has a market price of less than $5.00 per share or
with an  exercise  price of less  than  $5.00  per  share,  subject  to  certain
exceptions.  For any  transaction  involving a penny stock,  unless exempt,  the
rules  require:  (i) that a broker or  dealer  approve a  person's  account  for
transactions  in penny  stocks;  and (ii) the broker or dealer  receive from the
investor a written agreement to the transaction,  setting forth the identity and
quantity  of the penny  stock to be  purchased.  In order to  approve a person's
account for  transactions in penny stocks,  the broker or dealer must (i) obtain
financial  information and investment  experience  objectives of the person; and
(ii) make a reasonable  determination  that the transactions in penny stocks are
suitable for that person and the person has sufficient  knowledge and experience
in financial  matters to be capable of evaluating the risks of  transactions  in
penny stocks.  The broker or dealer must also deliver,  prior to any transaction
in a penny  stock,  a  disclosure  schedule  prepared by the SEC relating to the
penny stock market,  which, in highlight form, (i) sets forth the basis on which
the  broker  or dealer  made the  suitability  determination;  and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction.  Disclosure also has to be made about the risks of investing in
penny stocks in both public  offerings  and in  secondary  trading and about the
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.


Item 3.           Controls and Procedures

         (a) Evaluation of disclosure  controls and  procedures.  As of June 30,
2003, the end of the period covered by this report,  our chief executive officer
and our chief financial  officer reviewed and evaluated the effectiveness of our
disclosure  controls and  procedures  (as defined in Exchange Act Rule 13a-15(e)
and 15d-15(e)),  which are designed to ensure that material  information we must
disclose in our report filed or submitted  under the Securities  Exchange Act of
1934, as amended (the "Exchange Act") is recorded,  processed,  summarized,  and
reported on a timely basis, and have concluded,  based on that evaluation,  that
as of such date, our disclosure controls and procedures were effective to ensure
that  information  required  to be  disclosed  by us in reports  that we file or
submit under the  Exchange  Act is  accumulated  and  communicated  to our chief
executive  officer and chief  financial  officer as  appropriate to allow timely
decisions regarding required disclosure.

         (b) Changes in internal control over financial reporting.  In the three
months ended,  June 30, 2003,  there has been no change in our internal  control
over financial reporting that has materially  affected,  or is reasonably likely
to materially affect, its internal control over financial reporting.


                                       25
<PAGE>

PART II - OTHER INFORMATION

Item 1.           Legal Proceedings

         Asia  Web and  some  of its  former  officers  and  directors,  Michael
Schaffer, Larry Schaffer and Waddy Stephenson, filed a complaint in the Superior
Court of the  County of San Diego on  January  16,  2002  against a law firm and
several  individuals  affiliated  with the law firm. The law firm provided legal
services to Asia Web. The complaint sought damages of up to $1 million for legal
malpractice  committed by the  defendants.  We settled the lawsuit in April 2003
and received a $216,000, net of direct litigation expenses, contingency attorney
fees, and $55,562 shared with Messrs. Schaffer, Schaffer and Stephenson.

         We are a nominal  defendant in a shareholders'  derivative action filed
in the Superior  Court of the State of  California  for the County of San Diego.
The plaintiffs,  as  shareholders  of Asia Web before the merger,  have sued the
individual defendants former officers, including Michael Schaffer, alleging that
they converted to personal use certain  corporate assets and are seeking to have
the  individual  defendants  return  the  assets to us. We are only a  "nominal"
defendant and no relief is being sought  against us in this action.  As a result
of the  lawsuit,  a  dispute  arose  between  us and a former  officer,  Michael
Schaffer,  with respect to Mr.  Schaffer's claim for  indemnification  for legal
fees incurred in defending himself in the lawsuit.  We entered into a settlement
agreement with Mr.  Schaffer on June 25, 2003 whereby we agreed to: (i) grant 18
month options to Mr.  Schaffer to purchase  250,000 shares of common stock at an
exercise  price of $0.30 only if the market price for our common  stock  exceeds
$0.65  for two  consecutive  trading  days,  and (ii) pay  $70,000  in cash with
monthly payments of $10,000 commencing October 2003.

Item 2.           Changes in Securities

         On June 25, 2003, we agreed to grant options to purchase 250,000 shares
of our  common  stock at an  exercise  price of $0.30 per  share to Mr.  Michael
Schaffer in connection  with the  settlement of a dispute  related to a lawsuit.
See "Legal  Proceedings."  The options expire on December 25, 2005, and may only
be exercised if the closing  price of the common stock  exceeds  $0.65 per share
for a period of two  consecutive  trading  days,  and must be  exercised  if the
closing  price of the common stock  exceeds  $0.90 per share for a period of two
consecutive  trading days. The grant of options was exempt from the registration
provisions of the  Securities  Act of 1933,  as amended (the "Act")  pursuant to
Section 4(2) thereof.

         On April 8, 2003, we granted  options to purchase  50,000 shares of our
common stock to Bernard  Christophe as director's  compensation,  at an exercise
price of $0.45 per share,  and vesting  12,500 per  quarter.  The options have a
term of ten  years.  The  grant of  options  was  exempt  from the  registration
provisions of the Act pursuant to Section 4(2) thereof.


Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits

         31.1  Certification under Section 302 of the Sarbanes-Oxley Act of 2002
         31.2  Certification under Section 302 of the Sarbanes-Oxley Act of 2002

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<PAGE>

         32.1  Certification under Section 906 Of The Sarbanes-Oxley Act Of 2002

         32.2  Certification under Section 906 Of The Sarbanes-Oxley Act Of 2002



(b)      Reports on Form 8-K

         None.



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<PAGE>



SIGNATURES

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

Case Financial, Inc.

By:      /s/ Eric A. Alden
         ---------------------------
         Eric A. Alden
         Chief Executive Officer
         (Principal Executive Officer)

Date: August 14, 2003

By:      /s/ Steven Gershick
         Steven Gershick
         Acting Chief Financial Officer
         (Principal Accounting Officer)

Date: August 14, 2003


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