<PAGE>

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

                                Amendment No. 1 to

                                   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 December 31, 2002

                                       OR

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

           For THE Transition PERIOD FROM ____________ TO ____________

                         COMMISSION FILE NUMBER 0-27757

                              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 February 1, 2003 there were 15,561,108 shares of common stock outstanding.


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                                                            ----
                         PART I - FINANCIAL INFORMATION


Item 1.  FINANCIAL STATEMENTS                                                 3
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION           10
Item 3.  CONTROLS AND PROCEDURES                                             21


                           PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS                                                   21
Item 2.  CHANGES IN SECURITIES                                               21
Item 6.  EXHIBITS, REPORTS ON FORM 8-K                                       22
SIGNATURES                                                                   22

                                       2





<PAGE>
<TABLE>

Item 1. FINANCIAL STATEMENTS

                                     CASE FINANCIAL, INC. AND SUBSIDIARIES
                                           CONSOLIDATED BALANCE SHEETS
                                   September 30, 2002 and December 31, 2002

<CAPTION>

                                                                          September 30,     December 31,
                                                                              2002              2002
                                                                          ------------      ------------

                               ASSETS                                                        (unaudited)
<S>                                                                       <C>               <C>
Cash                                                                      $   159,209       $ 1,444,167
Investments in contracts (net of allowance for contract losses of
  $228,902 at September 30, 2002 and $234,687 at December 31,
  2002)                                                                     1,224,199         1,477,244
Prepayments and other assets                                                   76,161           368,153
Receivables and other assets, related parties                                 341,266           307,236
Equipment, at cost, net of accumulated depreciation of $90,675
  at September 30, 2002 and $101,823 at December 31, 2002                      88,749            78,677
Notes receivable from affiliate                                               659,481           659,216
                                                                          ------------      ------------
      TOTAL ASSETS                                                        $ 2,549,065       $ 4,334,693
                                                                          ============      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses                                     $   369,656       $   452,490
Accrued compensation                                                          165,000                --
Loans payable - related parties                                               985,000         1,178,500
Loans payable                                                                 150,000         2,260,000
                                                                          ------------      ------------
      TOTAL LIABILITIES                                                     1,669,656         3,890,990
                                                                          ------------      ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
      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
       December 31, 2002                                                       15,561            15,561
      Paid-in-capital                                                       7,602,378         7,722,209
      Accumulated deficit                                                  (6,738,530)       (7,294,067)
                                                                          ------------      ------------
      TOTAL STOCKHOLDERS' EQUITY                                              879,409           443,703
                                                                          ------------      ------------
      TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY                                           $ 2,549,065       $ 4,334,693
                                                                          ============      ============

                         See accompanying notes to consolidated financial statements.
</TABLE>

                                                      3

<PAGE>
<TABLE>

                                  CASE FINANCIAL, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF OPERATIONS
                          For the three months ended December 31, 2001 and 2002
                                               (unaudited)
<CAPTION>


                                                           Three Months       Three Months
                                                               ended              ended
                                                            December 31,       December 31,
                                                               2001                2002
                                                           -------------      -------------
<S>                                                        <C>                <C>
REVENUE
     Contract fees                                         $    311,341       $    116,988
     Service fees, related parties                                   --             22,416
                                                           -------------      -------------


           TOTAL REVENUE                                        311,341            139,404
                                                           -------------      -------------

OPERATING EXPENSES
     Provision for losses on investments in contracts            27,064             16,525
     General and administrative                                 265,090            483,921
     Sales and marketing                                         78,670            143,772
                                                           -------------      -------------
        TOTAL OPERATING EXPENSES                                370,824            644,218
                                                           -------------      -------------
     LOSS FROM OPERATIONS                                       (59,483)          (504,814)

OTHER INCOME (EXPENSE)
     Interest income                                                  7              2,576
     Interest expense                                          (326,472)           (53,298)
                                                           -------------      -------------

        TOTAL OTHER INCOME (EXPENSE)                           (326,465)           (50,722)
                                                           -------------      -------------
     NET LOSS                                              $   (385,948)      $   (555,536)
                                                           =============      =============

     Net loss per common share - basic and diluted         $      (0.11)      $      (0.04)
     Weighted average number of common shares                 3,400,543         15,561,108

                       See accompanying notes to consolidated financial statements.
</TABLE>

                                                 4

<PAGE>
<TABLE>

                                   CASE FINANCIAL, INC. AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                           For the three months ended December 31, 2001 and 2002
                                                (unaudited)
<CAPTION>

                                                                             Three Months      Three Months
                                                                                 ended             ended
                                                                              December 31       December 31
                                                                                 2001              2002
                                                                             ------------      ------------
<S>                                                                          <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                     $  (385,948)      $  (555,536)
Adjustments to reconcile net loss to net cash used in operating
  activities:
      Depreciation                                                                 6,700            11,149
      Provision for losses on investments in contracts                            19,014            16,525
      Common stock and options for compensation                                  130,100            29,479
      Warrants issued for consulting services                                     20,282                --
      Warrants issued with debt                                                  113,575             1,882
      Changes in operating assets and liabilities
          (Increase) decrease in prepayments and other assets                      4,902          (169,493)
          Increase (decrease) in accounts payable and other liabilities          (15,047)          (82,166)
                                                                             ------------      ------------
          Net cash used in operating activities                                 (106,422)         (748,160)
                                                                             ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Investment in contracts  -- advances                                       (348,031)         (652,000)
     Investment in contracts  -- collections                                     764,901           382,431
     Principal repayments on notes receivable from affiliate                       5,329               265
     Purchase of equipment                                                            --            (1,078)
                                                                             ------------      ------------
          Net cash provided by (used in) investing activities                    422,199          (270,382)
                                                                             ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Capital lease principal payments                                                (9,106)               --
  Proceeds from borrowings                                                        12,500         2,573,500
  Repayments of borrowings                                                            --          (270,000)
                                                                             ------------      ------------
        Net cash provided by financing activities                                  3,394         2,303,500
                                                                             ------------      ------------
NET INCREASE IN CASH                                                             319,171         1,284,958

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

CASH - END OF PERIOD                                                         $   368,435       $ 1,444,167
                                                                             ============      ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the 3 month period for
     Interest                                                                $   395,006       $    15,271
     Income taxes                                                            $        --       $     3,200

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING
INVESTING AND FINANCING ACTIVITIES:
    Warrants issued with debt in December 2002                                        --       $    88,469

                        See accompanying notes to consolidated financial statements.
</TABLE>

                                                      5

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the three months ended December 31, 2001 and 2002

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
                     subsidiaries ("Case" or the "Company") provide litigation
                     funding services to attorneys and plaintiffs involved in
                     personal injury and other lawsuits, primarily in
                     California. The Company performs an internal underwriting
                     as to the merits of each case, the likelihood of 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. The investments are made in the form of
                     non-recourse cash advances where the investment and fees
                     are collateralized by the proceeds of each legal settlement
                     and are repaid when a case is settled or favorably
                     adjudicated in court. 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
                     December 31, 2002. All significant intercompany accounts,
                     transactions and profits have been eliminated upon
                     consolidation and combination.


                     As a result of the transaction, Asia Web changed its name
                     to Case Financial, Inc. and continued the business of the
                     Company. Asia Web has not had any significant operations
                     since its fiscal year ended August 31, 2001. The Company
                     also changed its year end from December 31 to September 30.

                 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 or settled for an
                     amount less than the Company's investment. 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.

                                                                     (Continued)

                                       6
<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the three months ended December 31, 2001 and 2002

                 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 3,400,543 for the three months ended
                     December 31, 2001, and 15,561,108 for the three months
                     ended December 31, 2002. The weighted average number of
                     common shares outstanding does not include 7,375,000
                     options and warrants outstanding at December 31, 2002
                     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 December 31, 2002, investments in
                 contracts, net of allowance for contract losses, were
                 $1,224,199 and $1,477,243, respectively. Management reviews
                 each case prior to making an advance.

                 The Company records fee income upon receipt of cash after the
                 case is settled or adjudicated. Based on historical data, at
                 December 31, 2002, the Company estimates that unrecorded fee
                 income on all outstanding investments in contracts approximates
                 $1,550,000. 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.

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

                     Balance at October 1, 2002                     $ 1,453,101

                     New advances                                       652,000
                     Collections                                       (382,431)
                     Write-offs due to uncollectibility                 (10,740)
                                                                    ------------
                     Balance at December 31, 2002                   $ 1,711,930
                                                                    ============

                                       7

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the three months ended December 31, 2001 and 2002

NOTE 3:  NEW DEBT FINANCING


                 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 $0.50 per share and warrants to purchase
                 1,000,000 shares of the common stock of the Company at $0.80
                 per share that expire in four years. The Company is obligated
                 to register the common shares underlying these warrants for
                 resale within 90 days of the loan closing.

                 On December 5, 2002, the Company received $50,000 from the
                 issuance of 9.85%, three year convertible subordinated
                 promissory notes, pursuant to a private placement dated
                 September 20, 2002 of up to $2.0 million notes. The promissory
                 note is convertible into common stock of the Company 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 common stock of the
                 Company at $0.60 per share that expire in three years.


                 During the quarter ended December 31, 2002, the Company
                 increased its obligation under 3rd party investments by
                 $253,500 as follows:

                        Balance at October 1, 2002              $  285,000

                        New 3rd party advances                     523,500
                        Repayments                                (270,000)
                                                                -----------
                        Net increase                               253,500
                                                                -----------
                        Balance at December 31, 2002            $  538,500
                                                                ===========

NOTE 4:  CONTINGENCY

                 The Company is a "nominal" defendant in a shareholders'
                 derivative action entitled Donner Management Company, a Nevada
                 Corporation; Charles Greer, an individual; and Norman Schwartz,
                 an individual; Plaintiffs v. Asia Web Holdings, Inc., a
                 California corporation, Nominal Defendant; Michael Schaffer, a
                 former officer of Asia Web, and other unnamed defendants. The
                 Plaintiffs, as shareholders of Asia Web and the Company, have
                 sued the individual defendants alleging that they converted to
                 personal use certain corporate assets and are seeking to have
                 the individual Defendants return the assets to the Company. The
                 Company is only a "nominal" defendant and no relief is being
                 sought against the Company in this action. Notwithstanding its
                 position as a nominal defendant, the Company may, in the event
                 the defendant ultimately prevails in such litigation, be
                 required to reimburse the defendant Michael Schaffer for some
                 or all of the legal costs incurred by him in defending the
                 action as a former officer of Asia Web. The amount of such cost
                 reimbursement, if required, could exceed $100,000.

                                       8

<PAGE>

                      CASE FINANCIAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the three months ended December 31, 2001 and 2002

NOTE 5:  SUBSEQUENT EVENT


                 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 in a registration statement
                 filed under the Securities Act of 1933, as amended. The
                 Company did not pay any commission or remuneration to any
                 person in connection with the exchange.


                                       9

<PAGE>

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

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

FORWARD LOOKING STATEMENTS

         The following "Management's Discussion and Analysis or Plan of
Operation" includes "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Act"). The Act provides a
"safe harbor" for forward-looking statements to encourage companies to provide
prospective information about themselves so long as they identify these
statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact made
in this Form 10-QSB are forward-looking and are made pursuant to the Act. In
particular, any statements made in this Form 10-QSB regarding industry prospects
or the Company's future results of operations or financial position are
forward-looking statements. Forward-looking statements reflect the Company's
current expectations and are inherently uncertain. The forward-looking
statements contained herein are subject to a variety of risks and uncertainties,
including those discussed below 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 the
Company's management. The Company's actual results may differ significantly from
the Company's 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. Case
Financial Inc. and Subsidiaries ("Case" or the "Company") provide litigation
funding services to attorneys and plaintiffs involved in personal injury and
other lawsuits. The Company performs an internal underwriting as to the merits
of each case, the likelihood of success, and the estimated settlement value. The
Company's investment decision and the pricing of its fees are based on this risk
analysis and its estimate of settlement timing. The investments are made in the
form of non-recourse cash advances where the investment and fees are
collateralized by the proceeds of each legal settlement and are repaid when a
case is settled or favorably adjudicated in court. Operations are conducted from
leased premises in Sherman Oaks.


         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 its wholly owned subsidiaries Case Financial, LLC and
Case Capital Corporation subsequent to the merger (May 24, 2002) through
December 31, 2002. All significant intercompany accounts, transactions and
profits have been eliminated upon consolidation and combination.


         As a result of the transaction, Asia Web changed its name to Case
Financial, Inc. and continued the business of the Company. Asia Web has not had
any significant operations since its fiscal year ended August 31, 2001. The
Company also changed its year end from December 31 to September 30.

                                       10

<PAGE>

         Reverse Acquisition
         -------------------

         On March 12, 2002, Old CFI entered into an Asset Purchase Agreement
("Agreement") whereby Old CFI agreed to sell certain assets, including its
business operations, to Asia Web for 3,100,000 shares of Asia Web's common
stock, including an investment banking fee of 480,000 shares valued at $216,000.
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 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 percent per annum, and are
subordinate to $2,536,000 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. The transaction was completed on May 24, 2002 at which time the Company
acquired approximately $1,400,000 cash from Asia Web, and assumed liabilities in
excess of other assets received of approximately $109,000. At closing, Old CFI
retained its investments in contracts of $1,889,000 along with $4,890,000
related indebtedness and other liabilities. In addition, Old CFI entered into a
service agreement with the Company to manage its portfolios for a fee equal to
15 percent of gross amounts collected on its behalf. At the closing,
shareholders and note holders of Old Case owned approximately 44% of the then
outstanding common stock of the Company.

RESULTS OF OPERATIONS

Results of Operations for the three months ended December 31, 2002 compared with
the three months ended December 31, 2001
---------------------------------------------------------------------------

         Revenues:
         ---------

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

         Total Revenue

         Total revenues consisting of contract fees and service fees aggregated
$139,404 in the three months ended December 31, 2002 compared with total
revenues of $311,341 for the three months ended December 31, 2001, a decrease of
$171,937.

         Contract Fees

         Contract fee revenues were $116,988 in the three months ended December
31, 2002 compared with $311,341 for the three months ended December 31, 2001.
Accordingly, contract fees decreased by $194,353 for the three months ended
December 31, 2002 as compared with the three months ended December 31, 2001

                                       11
<PAGE>

         The decrease in contract fee revenue for the three months ended
December 31, 2002 is attributable to the retention by Old Case of $1,888,644 of
investments in contracts not acquired in the reverse acquisition. In addition,
the Company made the majority of its new advances subsequent to May 24, 2002
with capital provided by the reverse acquisition, which will not generate
contract fee revenue until the underlying cases resolve in future periods. At
December 31, 2002, the Company estimates that unrecorded fee income on
outstanding investments in contracts (i.e. open cases not yet resolved)
approximated $1,550,000, which the Company expects will resolve within the next
12-15 months. This 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 $22,416 in the three months ended September
30, 2002. There was no comparable revenue for the three months ended December
31, 2001.

         Service fees are based upon collections from the portfolios under
management, and are a function of their value (consisting of the principal
amount of investment in contracts plus accrued contract fee income upon
settlement or adjudication). At December 31, 2002 the future service fee income
is estimated to be $540,000 over the subsequent 18-24 months as the cases are
settled or adjudicated.

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

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

         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 or settled for an amount less than the
Company's investment. 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 a loss rate which exceeds the amount actually
experienced on resolved cases.

         The provision for losses on investments in contracts was $16,525 for
the three months ended December 31, 2002 as compared with $27,064 for the three
months ended December 31, 2001. Accordingly, the provision for losses on
investments in contracts decreased by $10,539 for the three months ended
December 31, 2002 as compared with the three months ended December 31, 2001.

         The balance of investments in contracts (without regard to the reserve
for contract losses) decreased $590,731, to $1,771,930 at December 31, 2002 from
$2,352,661 at December 31, 2001, principally as a result of the retention by Old
Case of $1,889,000 investments in contract in connection with the reverse
acquisition. The decrease in the provision for losses on investments in
contracts is directly related to this reduction in outstanding balance of
investments in contracts.

                                       12

<PAGE>

         General and Administrative

         General and administrative costs and expenses were $483,921 for the
three months ended December 31, 2002 as compared with $265,090 for the three
months ended December 31, 2001. Accordingly, general, and administrative
expenses increased by $218,831 for the three months ended December 31, 2002 as
compared with the three months ended December 31, 2001.

         The increase in general and administrative costs and expenses for the
three months ended December 31, 2002 as compared with the three months ended
December 31, 2001 is primarily attributable to salaries for accounting services,
auditing and legal costs in connection with the annual audit and 10K-SB filing
for the new fiscal year end of September 30, 2002.

         Sales and Marketing

         Sales and marketing expenses were $143,772 for the three months ended
December 31, 2002 as compared with $78,670 for the three months December 31,
2001. Accordingly, sales and marketing expenses increased $65,102 for the three
months ended December 31, 2002 as compared with the three months ended December
31, 2001. The increase results primarily from of an increase in focus of the
Company on its sales and marketing processes, attendance at trade shows and
conventions, an increase in sales personnel, and expanded development of its
product offerings.

         Other Income (Expense):
         -----------------------

         Interest Income

         Interest income was $2,576 for the three months ended December 31,
2002, as compared with $7 during the nine months ended December 31, 2001.
Accordingly, interest income increased $2,569 for the three months ended
December 31, 2002 as compared with the three months ended December 31, 2001.

         In each period, 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. For the three months ended
December 31, 2002, interest income includes earnings on cash in banks and
interest income received on investment in contracts settled for an interest
bearing promissory note. No interest income is accrued on the notes receivable
from affiliate for the period subsequent to September 30, 2002.

                                       13

<PAGE>

         Interest Expense

         Interest expense was $53,298 for the three months ended December 31,
2002, as compared with $326,472 during the three months ended December 31, 2001.
Accordingly, interest expense decreased $273,174 for the three months ended
December 31, 2002 as compared with the three months ended December 31, 2001.

         The decrease in interest expense for the three months ended December
31, 2002 compared with the three months ended December 31, 2001 results
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 occurring in
connection with the reverse acquisition. This reduction was partly offset by the
amortization of prepaid interest incurred in connection with the acquisition of
Case Financial, LLC, and of interest accrued on $200,000 of 9.85% notes and
$2,000,000 of 12% notes.

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

         The Company's balance sheet at December 31, 2002 reflects cash of
$1,444,167 an increase of $1,284,958 during the quarter from $159,209 at
September 30, 2002, as compared with an increase of $319,171 in the three months
ended December 31, 2001. Net cash used in operating activities was $748,160 for
the three months ended December 31, 2002 and $106,422 for the three months ended
December 31, 2001.

         The Company completed the reverse acquisition on May 24, 2002 which
provided approximately $1,400,000 in new capital. In connection with that
transaction, the Company also reduced its then outstanding 15%-18% debt by
$3,500,000, from $4,200,000 at December 31, 2001 to $2,900,000 of 8%-12% debt at
December 31, 2002.

         The Company made contract advances for the three months ended December
31, 2002 of $652,000, an increase of $303,969 compared with $348,031 for the
three months ended December 31, 2001. In addition, the Company collected
$382,431 on resolved cases for the three months ended December 31, 2002,
compared with $764,901 for the three months ended December 31, 2001. Since 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, their collection and resultant revenue was not expected to be significant
in the current three months ended December 31, 2002.


         On December 5, 2002, the Company received $50,000 from the issuance of
9.85%, three-year convertible subordinated promissory notes, pursuant to a
private placement dated September 20, 2002 of up to $2.0 million notes. The
promissory note is convertible into common stock of the Company 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 common stock
of the Company at $0.60 per share that expire in three years.


                                       14

<PAGE>

         On December 12, 2002, the Company 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 the common stock of the Company at
$0.50 per share and warrants to purchase 1,000,000 shares of the common stock of
the Company at $0.80 per share that expire in four years. The Company also
agreed to register the common stock underlying the warrants in a registration
statement filed under the Securities Act of 1933, as amended.

         During the quarter ended December 31, 2002, the Company increased its
obligation under 3rd party investments by $253,500 as follows:

                     Balance at October 1, 2002                     $   285,000

                     New 3rd party advances                             523,500
                     Repayments                                        (270,000)
                                                                    ------------
                     Net increase                                       253,500
                                                                    ------------
                     Balance at December 31, 2002                   $   538,500
                                                                    ============

         The Company does not have any material capital expenditure commitments
as of December 31, 2002.

         The current cash balance should, when combined with the anticipated
contract fee income on the Company's portfolio of investments, and anticipated
service fee income from the management of the Old Case portfolios, be sufficient
to finance the Company's operations for at least the next 12 months.

         The Company is actively pursuing additional placements of debt or
equity securities.

FACTORS THAT MAY AFFECT FUTURE RESULTS

THE COMPANY'S CASH FLOW IS DEPENDANT ON A LENGTHY COLLECTION CYCLE AND FACTORS
BEYOND ITS CONTROL THAT MAY REQUIRE THE COMPANY TO OBTAIN INTERIM FINANCING

         The Company must wait for a long period of time to collect money from
judgment recoveries after it advances money. Based on the Company's experience
claims take an average of 15 months to resolve. The Company has been making
efforts to reduce that time and believes that it has been successful in such
efforts. However, once the Company advances the money, the collection cycle is
out of the Company's control. Accordingly, the Company must use other funds to
pay for its overhead expenses. Should recoveries take longer than the Company
planned, the Company may have to seek interim financing to meet its expenses.
There can be no assurance that in such an event the Company could find such
financing or that, if it could, the financing would be available on satisfactory
terms.

                                       15

<PAGE>

THE COMPANY'S RESULTS MAY BE VOLATILE DUE TO THE UNCERTAINTY OF LITIGATION
OUTCOMES

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

THE COMPANY IS A DEVELOPMENT STAGE COMPANY WITH A LIMITED OPERATING HISTORY AND
LACK OF PROFITABILITY

         The Company was formed in 1998 and, therefore, has a limited operating
history. In addition, the Company has incurred operating losses in every quarter
since inception. The Company is subject to the risks and uncertainties usually
encountered by early-stage companies. These risks include risks that the Company
cannot attract, train or integrate into the business organization qualified
personnel, risks that fluctuations in operating results will be significant as
the Company develops and tests business practices, and risks that the Company
will fail to properly manage growth and expansion, if and when it occurs.

THE COMPANY'S INABILITY TO COLLECT UPON JUDGMENT, ON A TIMELY BASIS OR AT ALL,
WILL HAVE A NEGATIVE IMPACT ON ITS BUSINESS

         The Company may not be able to collect upon the judgment recovery when
and if it is paid to the plaintiff, or the Company may not be able to collect
without bringing a legal action against the former plaintiff. Either event, the
failure to collect or the necessity of legal action to collect can have an
adverse impact on the Company's business, prospects and results of operations.

                                       16





<PAGE>

THE COMPANY'S ABILITY TO EXPAND IS LIMITED BY JURISDICTIONAL LIMITATIONS

         Not all states allow advances to attorneys and plaintiffs. Some
jurisdictions do not allow maintaining, supporting, promoting or assisting
another person, with money or otherwise, to prosecute a lawsuit. The practice is
referred to as "maintenance." Similarly, the bargain between a stranger and a
party to a lawsuit by which the stranger pursues the party's claim in
consideration of receiving part of any judgment proceeds may be a form of
"maintenance" and may not be permitted in some jurisdictions. The Company's
ability to grow and expand the Company's business may be limited to specific
jurisdictions. The Company's inability to expand beyond such jurisdictions may
negatively impact its business, prospects and results of operations.

COURTS MAY DEEM THE COMPANY'S ADVANCES TO BE LOANS RESULTING IN LIMITATIONS ON
HOW THE COMPANY DOES BUSINESS

         The Company does not loan money to plaintiffs. The recovery agreement
between the Company and the individual or law firm receiving the advance clearly
states that the advance is not a loan, and that it is not be repaid if the
lawsuit is lost. Accordingly, the Company believes that it is not subject to
various laws and regulations that constrain lending activities. However, there
can be no assurance that a court in any jurisdiction in which the Company
pursues its business would not examine the Company's activities and come to the
conclusion that the Company was in fact lending money to plaintiffs. One result
of such a conclusion by a court would be that the rate of return on the
Company's advances may exceed the rates of return permitted by law. Such a
conclusion would make the Company's agreements with plaintiffs voidable, subject
the Company to fines or other sanctions or otherwise negatively impact the
Company's business, prospects or results of operations.

THE COMPANY HAS LIMITED UNDERWRITING EXPERIENCE AND INFORMATION ON WHICH TO BASE
ITS OPERATIONS FACTORS THAT MAY MAKE IT MORE DIFFICULT TO EVALUATE THE COMPANY'S
BUSINESS AND RESULTS

         The Company has only four years of precedents upon which to base its
operations. The Company also has only four years of experience underwriting
risks. While the Company believes that the time spent in the past four years
refining its underwriting procedures allows it to evaluate the plaintiffs and
cases to whom it advances money, there is no extensive history in underwriting
upon which the Company or investors may rely. Although the Company makes
comparisons to other claims and is compiling a database to assist the Company's
underwriting procedures, the Company does not have an extensive database upon
which it can make the Company's underwriting decisions. Underwriting decisions
made on incomplete or inaccurately assessed information may lead to lower rates
of claims recovery and may have an adverse impact on the Company's business and
results of the Company's operations.

                                       17

<PAGE>

IN ORDER TO SUCCEED THE COMPANY MUST EDUCATE CUSTOMERS ABOUT ITS SERVICES

         The Company only has a four-year history of operations upon which it
can rely with regard to both the nature of the service it provides and its
ability to provide that service. Through the Company's sales efforts the Company
must educate its consumer base with regard to its business. Unlike other
financial services, the Company's services are not well known in the general
population. Therefore, the Company cannot give any assurances that it will be
successful in educating potential consumers about its services and especially
educating consumers about its services in a manner that will be attractive to
consumers. A failure to so educate consumers may hamper the Company's sales
efforts and have an adverse impact on the Company's business, prospects and
results of operations.

TORT REFORM IN THE FORM OF LEGISLATED RESTRICTIONS ON PLAINTIFF'S ABILITY TO SUE
WOULD NEGATIVELY AFFECT THE COMPANY'S BUSINESS

         In addition to the uncertainties inherent in litigation, tort reform
may negatively impact the Company's business. The legislatures in any of the
jurisdictions where the Company operates may pass legislation that restricts a
plaintiff's ability to sue. Such restrictions may be in the form of altering or
eliminating claims that may be heard in court or changing statutes of limitation
or the periods of time plaintiffs have to make a claim. These or other
restrictions on the right to sue may limit the market for the Company's services
and negatively impact the Company's business, prospects and results of
operations. Legislatures could also limit the amounts that could be recovered
for specific claims. Such limitations, if enacted, could negatively impact the
Company's business, prospects and results of operations.

THE COMPANY'S NEED FOR INFORMATION ABOUT A CASE MAY HAVE A NEGATIVE IMPACT ON
ITS OUTCOME

         The Company's need for information about a case may result in an
adverse outcome of the case. In general, communications between a client and the
client's attorney are privileged. However, the Company requires information to
assess the case. While in the course of obtaining the information the Company
requires, the Company strives to keep such communications privileged and
confidential, a court may determine that such communications with the Company
are not privileged. If the privileged information given to the Company may be
discovered by the defendant such information may be used against the client.
Either situation, the inability to obtain privileged information the Company
needs to assess the case, or making privileged information discoverable to the
defendants, increases the likelihood of outcomes which would be adverse to the
Company's business, prospects and results of operations.

                                       18

<PAGE>


A SIGNIFICANT PORTION OF THE COMPANY'S STOCKHOLDERS' EQUITY IS REPRESENTED BY
NOTES RECEIVABLE FROM AN AFFILIATE THAT IS IN TURN LINKED TO THE PRICE OF THE
COMPANY'S COMMON STOCK AND THE AFFILIATE'S ABILITY TO COLLECT ON CERTAIN
INVESTMENTS

         Notes receivable from an affiliate, and the accrued interest on such
notes, in the amount of $738,639, are a significant element of the stockholders'
equity on the Company's balance sheet as of December 31, 2002. The ability of
the affiliate to pay these notes and interest is dependent, in part, on the
collection of the principal and contract fee income from the investments in
contracts that were retained and the amount realizable on the Company's common
stock that was received by the affiliate in the reverse acquisition.
Accordingly, any adverse change in either the affiliate's ability to collect on
such investments in contracts or the value of the Company's stock will have a
negative impact the on the Company's business, prospects and results of
operation.


THE COMPANY'S BUSINESS MAY BE COPIED BY COMPETITORS AS THERE ARE FEW IF ANY
BARRIERS TO COMPETITION

         Other than an expertise in assessing underwriting risks and the
Company's database, the Company's business is not dependent upon proprietary
information. Accordingly, there are no substantial barriers to potential
competitors. The Company may not be able to compete successfully against current
or future competitors. In addition, competition may drive down the return on the
Company's advances. Given the risks inherent in the Company's business, a
reduction in the rate of the Company's return may impact the viability of the
Company's business model. There is no assurance that the Company may be able to
compete successfully against others who offer similar services or that such
competition may not reduce the rate of return the Company receives for its
advances.

THE COMPANY'S BUSINESS IS DEPENDENT ON KEY PERSONNEL

         The Company's future performance depends on the service of key
personnel such as Eric Alden, Chief Executive Officer, Lorne Pollock, Vice
President Underwriting, and Gary Primes, Vice President of Operations and Chief
Information Officer and the Company's ability to attract, train, and retain
additional underwriting, technical, marketing, customer support, and management
personnel. The loss of one or more key employees could negatively impact the
Company. There can be no assurance that the Company will retain key employees,
or attract and retain other needed personnel.


EXERCISE OF OPTIONS AND WARRANTS WILL DILUTE EXISTING STOCKHOLDERS AND COULD
DECREASE THE MARKET PRICE OF THE COMPANY'S COMMON STOCK.


         As of January 1, 2003, the Company had issued and outstanding
15,561,108 shares of common stock, outstanding options to purchase 2,100,000
additional shares of common stock, and warrants to purchase 5,475,000 additional
shares of common stock. The existence of such options and warrants may adversely
affect the market price of the Company's common stock and the terms under which
the Company obtains additional equity capital.

                                       19

<PAGE>

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

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

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

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

         o        government regulatory action affecting the Company's services
                  or competitors' services;
         o        actual or anticipated fluctuations in operating results;
         o        the loss of key management or other personnel;
         o        the loss of major customers;
         o        the outcome of any future litigation;
         o        broad market fluctuations; and
         o        economic conditions in the United States or abroad.

THE COMPANY'S CHARTER DOCUMENTS AND DELAWARE LAW MAY HAVE THE EFFECT OF MAKING
IT MORE EXPENSIVE OR MORE DIFFICULT FOR A THIRD PARTY TO ACQUIRE, OR TO ACQUIRE
CONTROL, OF THE COMPANY.

         The Company's certificate of incorporation makes it possible for the
Company's Board of Directors to issue preferred stock with voting or other
rights that could impede the success of any attempt to change control of the
Company. Delaware Law prohibits a publicly held Delaware corporation from
engaging in certain business combinations with certain persons, who acquire the
Company's securities with the intent of engaging in a business combination,
unless the proposed transaction is approved in a prescribed manner. This
provision has the effect of discouraging transactions not approved by the
Company's Board of Directors as required by the statute which may discourage
third parties from attempting to acquire or to acquire control of the Company
even if the attempt would result in a premium over market price for the shares
of common stock held by the Company's stockholders.

                                       20

<PAGE>

Item 3.  CONTROLS AND PROCEDURES

         The Company's management, including the principal executive officer and
principal financial officer, conducted an evaluation of the Company's disclosure
controls and procedures, as such term is defined under Rule 13a-14(c)
promulgated under the Securities Exchange Act of 1934, as amended, within 90
days of the filing date of this report. Based on their evaluation, the Company's
principal executive officer and principal accounting officer concluded that the
Company's disclosure controls and procedures are effective.

         There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in the Company's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation referenced in paragraph above.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

         Asia Web and some of its former officers and directors filed a
complaint in the Superior Court of the County of San Diego on January 16, 2002
against a law firm and several individuals. 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. Current management intends to continue
the lawsuit on behalf of the Company. The lawsuit is currently in the discovery
phase.

         The Company is a "nominal" defendant in a shareholders' derivative
action entitled Donner Management Company, a Nevada Corporation; Charles Greer,
an individual; and Norman Schwartz, an individual; Plaintiffs v. Asia Web
Holdings, Inc., a California corporation, Nominal Defendant; Michael Schaffer, a
former officer of Asia Web, and other unnamed defendants. The Plaintiffs, as
shareholders of Asia Web and the Company, have sued the individual defendants
alleging that they converted to personal use certain corporate assets and are
seeking to have the individual Defendants return the assets to the Company. The
Company is only a "nominal" defendant and no relief is being sought against the
Company in this action. Notwithstanding its position as a nominal defendant, the
Company may, in the event the defendant ultimately prevails in such litigation,
be required to reimburse the defendant Michael Schaffer for some or all of the
legal costs incurred by him in defending the action as a former officer of Asia
Web. The amount of such cost reimbursement, if required, could exceed $100,000.

Item 2. CHANGES IN SECURITIES


         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 in a registration statement filed under the Securities Act of 1933, as
amended (the "Act"). The Company did not pay any commission or remuneration to
any person in connection with the exchange. The issuance and conversion of the
promissory notes was exempt from the registration provisions of the act pursuant
to Section 3(a)(9) and Section 4(2) thereof.


                                       21

<PAGE>


         On December 12, 2002, the Company issued and sold one Unit to one
institutional, accredited investor for a total of $2 million. The Unit consisted
of a promissory note in the amount of $2 million bearing interest at the rate of
12% per annum and warrants to purchase: (i) 2 million shares of common stock at
an exercise price of $0.50, and (ii) 1 million shares of common stock at an
exercise price of $0.80 per share. The Company paid a finder's fee in the amount
of $225,000 (10% of amount financed plus unaccountable expenses of $25,000),
payable in three annual installments as well as warrants to purchase 200,000
shares of common stock of the Company at an exercise price of $0.50 per share.
The finder's warrants expire four years from the date of grant. No forms of
general solicitation or advertising were used in connection with the sale and
issuance of the Unit. The issuance and sale of the Unit 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

         99.1 Certification Pursuant To 18 U.S.C. Section 1350 As Adopted
Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

(b)      REPORTS ON FORM 8-K

         None.

                                   SIGNATURES

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

CASE FINANCIAL, INC.

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

Date: February 25, 2003

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

Date: February 25, 2003

                                       22


<PAGE>

CERTIFICATIONS

I, Eric A. Alden, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Case Financial, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: February 25, 2003

/s/ Eric A. Alden
-----------------
President and Chief Executive Officer

                                       23

<PAGE>

I, Steven D. Gershick, certify that:

1. I have reviewed this report on Form 10-QSB of Case Financial, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: February 25, 2003

/s/ Steven D. Gershick
----------------------


Acting Chief Financial Officer


                                       24