Case Financial Inc – ‘DEF 14C’ for 5/31/02

On:  Wednesday, 4/24/02   ·   For:  5/31/02   ·   Accession #:  1019687-2-688   ·   File #:  0-27757

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Definitive Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Definitive Proxy Information Statement                18     79K 

Document Table of Contents

DEF 14C
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SCHEDULE 14C INFORMATION

 INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
 OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ______)

Check the appropriate box:                                                      

[ ]  Preliminary Information Statement       [ ]   Confidential, for Use of the 
                                                   Commission Only (as permitted
                                          by Rule 14c-4(d)(2))
[X]  Definitive Information Statement                                           

 ASIA WEB HOLDINGS, INC.

Payment of Filing fee (Check the appropriate box):                              

[ ] No Fee required.                                                            

[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.       

 1)      Title of each class of securities to which transaction applies:

COMMON STOCK OF ASIA WEB HOLDINGS, INC.               

2)      Aggregate number of securities to which transaction applies:  

---------                                             

3)      Per unit price or other underlying value of transaction       
    computed pursuant to Exchange Act Rule 0-11 (set forth the
       amount on which the filing fee is calculated and state how it
was determined): $__________ based on last trade on   
_____________, 2002.                                  

4)      Proposed maximum aggregate value of transaction:              
$______________________                               

5)      Total fee paid:  $______________________                      

[ ] Fee paid previously with preliminary materials                              

[ ] Check box if any part of the fee is offset as provided by Exchange          
Act Rule 0-11(a)(2) and identify the filing for which the offsetting    
fee was paid previously. Identify the previous filing by registration   
statement number, or the Form or Schedule and the date of its filing.   

(1)      Amount Previously Paid:                                        

(2)      Form Schedule or Registration Statement No.:                   

(3)      Filing Party:                                                  

(4)      Date Filed:                                                    

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 ASIA WEB HOLDINGS, INC.

 PRELIMINARY INFORMATION STATEMENT

 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY

SUMMARY OF TERMS                                                                

     Asia Web Holdings, Inc., (the "Company") intends to: 1) issue up to
3,100,000 shares of its Common Stock for the purchase of certain assets of Case 
Financial, Inc. ("Case"); 2) issue 150,000 shares of its Common Stock and       
$700,000 of Subordinated Promissory Notes (the "Notes") in exchange for all of  
the issued and outstanding members' interests of Case Financial LLC (the "LLC");
and (3) issue up to 1,225,000 shares of its Common Stock to its new Chief       
Executive Officer and Director upon the close of the Case Transaction           
(collectively referred to as the "Asset Purchase Transaction), and (4) issue up 
to 5,000,000 shares for the purchase of notes receivable from Case noteholders. 

        As a result of the Asset Purchase Transaction, if all 9,475,000 shares
of the Company are issued, the shareholders and noteholders of Case will own    
approximately 52 percent of the Company's then outstanding Common Stock. The    
Company also intends to amend its name to Case Financial, Inc., and elect three,
new directors to replace two of the current three directors of the Company. See 
"Amendment to Certificate of Incorporation" and "Changes in Directors and       
Management."                                                                    

      The purpose of the Asset Purchase Transaction is to have the Company
continue the business of Case.                                                  

Approval of the Asset Purchase Transaction and adoption of the
Amendment to the Company's Certificate of Incorporation require approval by a   
majority of the Company's outstanding shares of voting Common Stock. The        
Company's controlling shareholders believe that these actions are in the best   
interests of the Company and its shareholders, and they have consented in       
writing to the Asset Purchase Transaction and Amendment to the Company's        
Certificate of Incorporation. This action by the controlling shareholders is    
sufficient to satisfy the shareholder vote necessary to approve the Asset       
Purchase Transaction and the Amendment to the Certificate of Incorporation      
without the approval of any other shareholder. Therefore, you are not required  
to vote, and your vote is not being sought.                                     

     The Asset Purchase Agreement was signed by the parties on March 12,
2002. The Asset Purchase Transaction is expected to be completed on or about May
21, 2002.                                                                       

  Upon completion of the Asset Purchase Transaction, the Company's
business will be the business currently being conducted by Case. See the Section
"Case."                                                                         

      The Company's shareholders will not receive any cash, stock or other
property in connection with, or as a result of, the Asset Purchase Transaction. 

   Under Delaware law, holders of the Company's Common Stock are not
entitled to dissenter's rights in connection with the Asset Purchase Transaction
described in this Information Statement.                                        

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GENERAL                                                                         

    This Information Statement is being furnished to all of the Common
Stock shareholders of Asia Web Holdings, Inc., a Delaware corporation (the      
"Company"), in connection with the approval by the Company's shareholders of    
that certain Asset Purchase Agreement dated March 12, 2002, (the "Asset         
Agreement") with Case Financial, Inc., a California corporation ("Case") to     
issue up to 9,475,000 shares of the Company's Common Stock (the "Common Stock") 
in exchange for certain assets, including future business operations of Case    
(the "Asset Purchase Transaction"). In conjunction with the Asset Purchase      
Transaction, the Company is proposing the adoption of an amendment to the       
Company's Articles of Incorporation (the "Amendment") by the written consent of 
the holders of a majority in interest of the Company's voting Common Stock      
("Voting Common Stock") consisting of the Company's outstanding Common Stock.   
The purpose of this Amendment is to:                                            

        o        Change the name of the company from "Asia Web Holdings, Inc."
to "Case Financial, Inc." ("Name Change");  

        The Company's Board of Directors and shareholders owning 51 percent of
the Voting Common Stock on March 12, 2002, approved and recommended that the    
Asset Agreement be signed and the Articles of Incorporation be amended in order 
to effectuate the Name Change. Such approval and recommendations of the Asset   
Purchase Transaction by the Board of Directors and shareholders become effective
as of the date this Information Statement is cleared for mailing to the         
shareholders. The Asset Purchase Transaction is expected to close on or about   
May 21, 2002, and the proposed Amendment will become effective upon the filing  
of the Amendment with the Secretary of State of Delaware. The Company           
anticipates that the filing of the Amendment will occur on or about May 21, 2002
(the "Amendment Effective Date"). If the proposed Asset Purchase Transaction and
Amendment were not adopted by written consent, it would have been required to be
considered by the Company's shareholders at a special shareholders' meeting     
convened for the specific purpose of approving the Asset Purchase Transaction   
and the Amendment.                                                              

      The elimination of the need for a special meeting of shareholders to
approve the Amendment is authorized by Section 228 of the Delaware Corporation  
Law (the "Delaware Law") which provides that the written consent of the holders 
of the outstanding shares of voting stock, having not less than the minimum     
number of votes which would be necessary to authorize or take such action at a  
meeting at which all shares entitled to vote thereon were present and voted, may
be substituted for such a special meeting. Pursuant to Section 242 of the       
Delaware Law, a majority of the outstanding shares of voting stock entitled to  

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vote thereon is required in order to approve an amendment to Company's          
Certificate of Incorporation. In order to eliminate the costs and management    
time involved in holding a special meeting and in order to approve the Asset    
Transaction and to effect the Amendment as early as possible in order to        
accomplish the purposes of the Company as hereafter described, the Board of     
Directors of the Company voted to utilize the written consent of the holders of 
a majority in interest of the Common Stock of the Company.                      

   Stockholders, including all directors who beneficially own in the
aggregate approximately fifty one percent (51%) of the outstanding Voting Common
Stock of the Company entitled to vote on the Asset Transaction and the          
Amendment, gave their written consent to the approval of the Asset Agreement and
the adoption of the Amendment described in this Information Statement on March  
12, 2002. The written consent became effective on March 12, 2002, the date on   
which their written consent was filed with the Secretary of the Company. The    
date on which this Information Statement was first sent to the shareholders is  
on or about April 26, 2002. The record date established by the Company for      
purposes of determining the number of outstanding shares of Voting Common Stock 
of the Company is March 12, 2001 (the "Record Date").                           

         Pursuant to Section 228 of the Delaware Law, the Company is required to
provide prompt notice of the taking of the corporation action without a meeting 
to shareholders who have not consented in writing to such action. Inasmuch as   
the Company will have provided to its shareholders of record this Information   
Statement, the Company will notify its shareholders by letter filed under a     
Current Report on Form 8-K of the effective date of the Asset Purchase          
Transaction and the Amendment. No additional action will be undertaken pursuant 
to such written consents, and no dissenters' rights under the Delaware Law are  
afforded to the Company's shareholders as a result of the approval of the Asset 
Transaction.                                                                    

OUTSTANDING VOTING STOCK OF THE COMPANY                                         

    As of the Record Date, there were 8,735,408 shares of Common Stock
outstanding. The Common Stock constitutes the sole outstanding class of voting  
securities of the Company. Each share of Common Stock entitles the holder       
thereof to one vote on all matters submitted to shareholders.                   

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth Common Stock ownership information as of
March 12, 2002, with respect to (i) each person known to the Company to be the  
beneficial owner of more than five percent (5%) of the Company's Common Stock;  
(ii) each director of the Company; and (iii) all directors, executive officers  
and designated shareholders of the Company as a group. This information as to   

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beneficial ownership was furnished to the Company by or on behalf of the persons
named. Unless otherwise indicated, the business address of each person listed is
1947 Camino Vida Roble, Suite 102, Carlsbad, California 92008. Prior to the     
Asset Purchase Transaction, there are 8,735,408 shares of Common Stock          
outstanding. After giving effect to the Asset Purchase Transaction, there will  
be approximately 18,210,408 shares of Common Stock outstanding. The information 
in this Information Statement and table below does not reflect the proposed     
issuance of 9,475,000 shares to the shareholders and noteholders of Case in the 
Asset Purchase Transaction.                                                     

       NAME AND ADDRESS OF            AMOUNT AND NATURE OF             PERCENT
         BENEFICIAL OWNER             BENEFICIAL OWNERSHIP            OF CLASS

Eric A. Alden                                - 0 -(1)                    - 0 -  
1600 Ventura Blvd., Ste 1102                                                    
Encino, California  91102                                                       

Waddy Stephenson                               73,300                       .8  
Lawrence Schaffer                             254,350                      2.9  

Canadian Commercial Workers                   915,750                     10.5  
Industry Pension Plan                                                           
125 Queens Plate Drive, Ste. 220                                                
Etobicoke, Ontario M9W 6V1                                                      

All directors, officers and persons         1,243,400                     14.2  
owning more than 5% as a group                                            
--------------                                                                  
(1) Does not include up to 1,225,000 of the Company's Common Stock to be issued 
to Mr. Alden as part of his compensation package to continue as the     
  Company's Chief Executive Officer after the close of the Case Transaction.

DESCRIPTION OF ASSET PURCHASE TRANSACTION                                       

    EXCHANGE OF SECURITIES FOR ASSETS. On March 12, 2002, a definitive
Asset Purchase Agreement (the "Asset Agreement") was signed by the Company and  
Case Financial, Inc. ("Case").                                                  

    The Asset Agreement provides for the purchase of certain assets of
Case, including its future business operations, in exchange for up to 3,100,000 
shares of the Company's Common Stock (referred to as the "Asset Purchase        
Transaction"). In connection with the Asset Purchase Transaction, the Company   
has the opportunity to acquire up to $2,500,000 of notes receivable for its     

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Common Stock, at a value of $.50 per share, or up to an aggregate of an         
additional 5,000,000 shares. In addition, upon the close of the Asset Purchase  
Transaction, the Company will issue 700,000 shares to Eric Alden, its new       
President, and a commitment to issue 175,000 shares per year to Mr. Alden for   
the next three years. The Company is also purchasing Case Financial, LLC for    
150,000 shares and $700,000 in subordinated promissory notes. A $600,000        
promissory note is due and payable in two years with interest at eight percent  
(8%) per year, and a $100,000 promissory note is due in three years with        
interest at eight percent (8%) per year.                                        

        If all the 9,475,000 shares of Common Stock are actually issued by the
Company, it will represent approximately fifty-two percent (52%) of the shares  
of the Company's then outstanding Common Stock, thus giving the Case            
shareholders and former noteholders control of the Company.                     

      On or about May 21, 2002, (the "Effective Date"), the Asset Purchase
Transaction will close, and the name of the Company will be changed to "Case    
Financial, Inc."                                                                

      Upon the Effective Date, other than Eric Alden, the current officers
and directors of the Company will resign, and new officers and directors will   
become the officers and directors of the Company. See the section describing    
"Case Financial, Inc. -- Management."                                           

         PURPOSE OF THE ASSET PURCHASE TRANSACTION. The primary purposes of this
transaction is to allow the Company to acquire and carry on the business of     
Case. It is anticipated that becoming a publicly reporting company will further 
enhance Case's business visibility and ability to attract and utilize additional
sources of capital.                                                             

AMENDMENT TO ARTICLES OF INCORPORATION                                          

On March 12, 2002, the Board of Directors voted unanimously to
authorize and recommend that the Company's shareholders approve a proposal to   
effect the Name Change. The Name Change will become effective upon filing of an 
Amendment with the Delaware Secretary of State, but the Board of Directors      
reserves the right not to make such filing if it deems it appropriate not to do 
so.                                                                             

        REASON FOR THE NAME CHANGE. Assuming the Asset Purchase Transaction is
consummated with Case, the Board believes that the new name, "Case Financial,   
Inc.," will reflect the Company's change in business. The Company's Board       
believes that the new name will promote public recognition and more accurately  
reflect its new primary business.                                               

 THE COMPANY

  Asia Web Holdings, Inc. ("Asia" or the "Company") was originally
incorporated on August 26, 1983 in British Columbia, Canada. In September 1993, 
the Company was domesticated under Section 388 of the Delaware General          
Corporation Law. Since its incorporation, the Company has been in several       
different businesses. Since November 2000, the Company has been inactive and has
been seeking suitable merger and/or acquisition candidates.                     

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         On March 12, 2002, the Company entered into a definitive Asset Purchase
Agreement (the "Agreement") with Case Financial, Inc. ("Case") wherein the      
Company would purchase assets and operations of Case and Case Financial, LLC for
up to 9,475,000 shares of the Company's Common Stock. The Agreement is subject  
to shareholder approval. Since the Company has secured over 51 percent approval 
from 19 of its shareholders, it anticipates closing the transaction in          
approximately 45 days. In addition, commencing March 15, 2002, the Company began
managing the liquidation of the existing Case portfolio, for a 15 percent       
management fee. Also, on March 15, 2002, Mr. Michael Schaffer resigned as an    
officer and director of the Company, and Mr. Eric Alden, the President of Case, 
was appointed the new Chief Executive Officer and a director of the Company. As 
of March 15, 2002, the Company assumed all future operations of the Case        
business, including the hiring of Case's 13 employees.                          

       Case is in the business of advancing cash to plaintiffs and plaintiff
attorneys in pending personal injury cases. Case charges a fee based on the     
amount of cash advanced, the length of time the advance is outstanding, and the 
amount of the recovery. The fee is repaid ALONG WITH the advance from the       
proceeds of a settlement or court award to the plaintiff, usually in a time     
period of 6 to 24 months from the advance. If the plaintiff loses the claim, the
Company will lose the advance and the opportunity to earn the fee. Approximately
90 percent of all personal injury cases are settled by the insurance companies, 
with the balance either dismissed or lost. Case has reserved a loss provision of
20 percent of monies advanced, although its loss experience over the past three 
years has been less. Case secures its investment in each case by attaching a    
lien that is filed with the attorney of record for the plaintiff. Case has been 
in operation for over three years and has advanced over $4.7 million in 862     
plaintiffs' cases.                                                              

    The Company intends to continue the operation of the Case business
using its current business model and personnel. There is no assurance that the  
Company will achieve the same operating results as Case.                        

     Until the Effective Date, the Company's principal executive offices
will be located at 1947 Camino Vida Roble, Suite 102, Carlsbad, California      
92008, and its telephone number will be (760) 804-0023. After the Effective     
Date, the Company's principal executive offices will be located at Case         
Financial, Inc., 16000 Ventura Boulevard, Suite 1102, Encino, California 91102. 

CASE FINANCIAL, INC.

BUSINESS                                                                        

       Case Financial, Inc., (the "Company") is a financial services company
specializing in the legal field and founded in 1998. It provides cash advances  
to attorneys and plaintiffs involved in personal injury claims. An advance is an
investment in a claim by the Company. The Company is granted a lien by          
plaintiff's attorney on each case as security for its cash advance, and it is   
repaid when the case is settled or favorably adjudicated in Court. From the time
the first case was funded in December 1998 through March 15, 2002, the Company  
has advanced funds in 862 cases, some involving multiple advances, of which 542 
cases have been resolved.                                                       

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       Currently, approximately half of its total advances (which tend to be
larger) are to attorneys. Attorneys use these advances to fund expert witness   
fees in personal injury cases. These expenditures are necessary to maximize     
settlement or trial values. Plaintiffs use these advances to satisfy on-going   
personal needs (i.e., food, rent and car payments). The Company's advances help 
level the playing field in the legal process against the insurance companies by 
providing attorneys with the working capital to fund the cost of litigation and 
by providing plaintiffs with income so that they can resist having to           
prematurely settle potentially valuable claims at a substantial discount.       

The Company provides these advances on a non-recourse basis,  
irrespective of the credit worthiness of the plaintiff, and is only repaid if   
the case is settled or favorably adjudicated in Court. In addition to the return
of its principal, the Company receives a percentage of the settlement or        
judgment amount.                                                                

         Upon receipt of a case file, the Company makes an internal underwriting
decision about whether to make an advance on the claim to the plaintiff or to   
the law firm, and if so, in what amount. The Company advances a small percentage
(under 10%) of what its experts determine the future settlement value of the    
claim will be. Each cash advance made by the Company is secured by a lien on the
case filed with the attorney of record on the claim.                            

      Unlike attorneys who bill hourly for their legal services, plaintiff
("personal injury" or "PI") attorneys work on a contingency basis and routinely 
fund the cost of litigation themselves (i.e. expert witness fees, accident      
reconstructions costs, filing fees, etc.). Expert witnesses, who are essential  
in the process of litigating a personal injury case, can cost several thousand  
dollars per expert per case. Accordingly, a plaintiff attorney's ability to     
maximize the value of a case is based in part on his/her ability to fund the    
case. In addition, plaintiff attorneys are often asked for money by their       
clients while awaiting settlement. In order to satisfy their clients' needs they
may: (a) settle a client's claim at a lesser amount; (b) advance their own funds
to clients without the lawful ability to charge interest; or (c) risk losing    
clients to other attorneys who will advance funds.                              

        The Company has positioned itself as a value-added working partner for
plaintiff attorneys, and is filling a substantial market need by providing      
non-recourse funds for litigation expenses on personal injury related cases. The
Company's service benefits all parties: (1) Plaintiff attorneys have access to  
working capital in excess of their bank lines to fund their litigation expenses.
This enables them to prepare each claim for maximum settlement value (which they
participate in under their contingency arrangement); (2) plaintiffs may now fund
interim personal needs, rather than settling prematurely for want of resources; 
and (3) the Company earns income in the process.                                

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MARKET                                                                          

      According to the September/October 1999 issue of Business Law Today,
approximately 80 million lawsuits are filed in the U.S. each year. During the   
decade 1989/90 to 1998/99, the Judicial Council of California reported an       
average of 70,000 personal injury cases were filed annually in California       
Superior Courts ($50,000 minimum claim) and 1,800 personal injury cases went to 
jury trial. What this means is that less than 3% of personal injury cases       
actually go to trial, the balance being settled, or resolved prior to trial.    
These numbers exclude municipal court cases, as well as insurance claims that   
are settled without the filing of a lawsuit. A recent study valued the personal 
injury law market at nearly $200 billion dollars.                               

       The Company markets its services to attorneys representing plaintiffs
in personal injury cases where injuries are sustained in auto accidents, slip   
and fall, and many other injury torts where clear liability is established. On a
very selective basis, the Company accepts medical malpractice claims and is     
currently assessing the construction defect market. Presently, the Company has  
established relationships with and is getting referrals from several hundred    
plaintiff attorneys throughout California.. The Company is exploring expanding  
its services in Texas and other States during the second half of 2002. The      
Company has become well recognized and accepted within the legal community in   
California.                                                                     

 The Company has developed a web presence and has registered the
following domain names: CASEFINANCIAL.COM, CASEFINANCIAL.ORG and                
CASEFINANCIAL.NET. It provides on-line access to pre-settlement financing for   
plaintiffs and PI attorneys from major markets throughout the country.          
Additionally, the Company has taken steps to establish its identity as follows: 
toll-free phone number 1-888-PI-CASE1; and Trademarks: "IF YOU'VE GOT THE CASE, 
WE'VE GOT THE CASH" (Federally registered mark), "IF YOUR CLIENT HAS THE CASE,  
WE HAVE THE CASH", "LEVELING THE FINANCIAL PLAYING FIELD IN PERSONAL INJURY     
CASES" and "THE ATTORNEYS ADVANTAGE". (Federal registration pending)            

UNDERWRITING AND RISK MANAGEMENT                                                

    Underwriting is critical to the Company's success. The Company has
developed procedures, which systematically provide for an objective view of the 
claim through legal analysis, risk analysis, the nature of the parties involved,
and the underwriter's prior experience as to valuation of similar claims. All   
factors relating to a claim are conservatively evaluated in order to determine a
realistic range of what the claim will settle for.                              

  The underwriting department is currently capable of reviewing an
average of 200 cases per month, or approximately 10 cases per day. As the volume
of claims increases, or if the Company enters other markets, the Company intends
to hire additional underwriting staff from experienced plaintiff attorneys,     
insurance defense attorneys, and insurance adjustors. The Vice President of     
Underwriting is responsible for supervising these individuals and reviewing     
their work.                                                                     

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        When the underwriting department receives a file for review for either
an attorney advance or for a plaintiff advance, there are several factors that  
weigh in the determination of whether or not the claim will be approved. Those  
factors include, but are not limited too, issues of clear liability, case value 
assessments, time-until-resolution estimates and consideration of the attorney's
prior verdict and settlement record on like cases. The underwriter will first   
look at liability, i.e. fault for the incident, and determine whether the claim 
is likely to be decided in the plaintiff's favor by reviewing all of the        
relevant documents about the claim, including police or incident reports,       
medical records and doctor's reports, witness statements, any communications    
with the insurance company, court filings, depositions, interrogatories, etc. If
liability is clear, the underwriter will then turn to the second phase of       
inquiry, which is determining the damages (i.e. how much our underwriters assess
the claim to be worth).                                                         

  Based on the underwriter's prior work experience, knowledge, and
comparisons to similar claims, the underwriter will place a value on how much   
the claim should settle for. Next, the underwriter will evaluate available      
"equity" in the claim. This is defined as the amount that remains after payment 
of liens (such as medical bills), attorney's fees, expert witness fees and other
costs. At this point, there must be sufficient equity for the Company to recover
its advance and a profit, as well as a monetary recovery for the plaintiff.     

      Next, the underwriter will estimate the length of time the case will
take to settle. In large cases, the underwriter will also look at the verdict   
and settlement record of the attorney handling the case by obtaining a          
performance report from publications such as Jury Verdicts Weekly. Other factors
in the decision making process include the quality of the defense counsel, the  
posture of the defendant (e.g. some insurance carriers are more                 
settlement-minded, others more litigious), and the court where the claim will   
potentially be heard if brought to trial.                                       

DATABASE                                                                        

    The Company maintains two databases, a proprietary case management
database and an off the shelf case advance tracking database. The case          
management database collects information from the time the claim request comes  
through final resolution. The database can produce management reports tracking  
attorney success rates, insurance company settlement patterns, types and        
settlement values of injuries, etc. The Company may in the future provide       
practicing attorneys access to this database for a fee. The Company utilizes    
these reports to improve the effectiveness of its underwriters. The advance     
tracking database permits the easy monitoring and updating of all open advances.

FINANCIAL SUMMARY                                                               

 Case Financial, Inc. has spent the past three years developing,
refining, and implementing its administrative and underwriting processes, as    
well as its marketing and sales programs.                                       

       The Company records its revenue and expense on a GAAP basis for audit
purposes and on a modified accrual basis for internal reporting. Under GAAP, the
expected revenue (return on investment in claims) is not recognized until the   
claim is settled or adjudicated; it is usually received within a few weeks      
thereafter.                                                                     

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       The Company has enjoyed a favorable claims recovery history thus far.
Of the 862 cases that have settled through December 31, 2001, the Company has   
experienced a loss ratio with respect to the number of cases of about 9% of     
total dollars funded. Notwithstanding this experience management has reserved   
for losses on advances at 20%. Management prepared financial                    
statements for the year ended December 31, 2001 are included at the end of this 
Information Statement.                                                          

         ALTHOUGH THE COMPANY WILL BE CONTINUING THE BUSINESS OF CASE USING CASE
EMPLOYEES, CLIENTS AND MARKETING PLAN, THERE IS NO ASSURANCE THAT RESULTS WILL  
BE THE SAME AS EXPERIENCED BY CASE OVER THE PAST THREE YEARS.                   

MANAGEMENT.                                                                     

     OFFICERS AND DIRECTORS. As of the Effective Date, the new executive
officers and directors of Asia Web will be as follows:                          

NAME                 AGE                  POSITION                    
Eric A. Alden             41     Chief Executive Officer, President and Director
Lorne M. Pollack, Esq.    34     Secretary, V.P. Underwriting and Director      
James R. Lewis            43     Vice President Sales and Director              
Gordon Gregory            48     Director                                       

All Directors hold office until the next annual meeting of the
shareholders of Asia Web and the election and qualification of their successors.
Officers are appointed by the Board of Directors and serve at the discretion of 
the Board.                                                                      

        The following is a brief description of the business background of the
new executive officers and Directors of Asia Web:                               

  ERIC A. ALDEN, 41, was appointed President and a director of the
Company on March 13, 2002. Mr. Alden is also the President and Chief Financial  
Officer of Case Financial, Inc. ("Case"). He became a director of Case when the 
company was incorporated in November 1998. Mr. Alden worked as an outside       
consultant for the Resolution Trust Corporation (RTC) where he was responsible  
for analyzing loan and aggregating loans to salable packages and performed risk 
analysis and valuations on loan packages. Previous to that, Mr. Alden was Chief 
Financial Officer for Puritan Quartz, Inc. where he provided financial          
management and business planning as the company grew from $5 million to over $25
million per year in sales. In addition, Mr. Alden guided the re-organization of 
Creative Presentations, Inc. placing an emphasis on creating profitable         
divisions. Prior to that, he operated his own, independent CPA firm acquiring   
over 100 clients, both individuals and companies, where he specialized in       
financial consulting and litigation support. Clients included a consumer        
electronics distributor with $15 million in annual sales; a retail business with
multi-locations and $9 million in sales, where he assisted the company, from its
inception, creating all reporting systems as well as consulting the company in  
risk management; and an international manufacturer of high-tech testing         
equipment with $25 million in annual sales. He was formerly employed by: Alder, 

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Green & Hasson of Westwood, California in the capacity of accounting and audit  
manager, business consulting and litigation support; and Altschuler, Melvoin and
Glasser of Century City, California as a staff accountant. Mr. Alden has        
specific experience with strategic planning, designing and implementing         
accounting systems and management interfacing.                                  

       LORNE M. POLLOCK, ESQ., serves as the Vice President of Underwriting,
Secretary and a Director of the Company. As Vice President of Underwriting, Mr. 
Pollock 34, is responsible for the collection of legal data and the subsequent  
analysis of client cases presented for potential Case Financial funding.        

      Mr. Pollock has been an active practicing attorney in California for
the past seven years. Prior to joining Case Financial, Mr. Pollock served as an 
attorney at law with the law firm of Wilson, Elser, Moskowitz, Edelman, & Dicker
LLP in Los Angeles, the largest insurance defense firm in the United States. In 
that capacity, he represented some of the nation's most significant insurance   
carriers in a wide variety of litigation matters. Mr. Pollock has handled over  
one thousand personal injury cases for major insurance companies and            
corporations. He has extensive experience with premises liability, automobile   
accident litigation, pharmaceutical litigation, real property disputes as well  
as professional liability and malpractice matters. From 1992 to 1994, Mr.       
Pollock practiced law with the Los Angeles law firm of Bishop, Barry, Howe,     
Haney & Ryder, where he specialized in civil litigation. Prior to moving to Los 
Angeles, Mr. Pollock worked for the Canadian law firm of Cassels, Brock &       
Blackwell in Toronto.                                                           

     Mr. Pollock received his law degree from Osgoode Hall Law School in
Toronto, Ontario, Canada in 1990. He is a member of the State Bar of California 
and is licensed to practice before all state courts and the United States       
District Court for the Central District of California. Mr. Pollock received his 
BA from McGill University in Montreal, Quebec, Canada, magna cum laude, in 1987.

         JAMES LEWIS, 43, is currently Vice President of Sales and a Director of
the Company. Mr. Lewis 43 joined Case Financial in 1999 after a career in sales,
sales management, and business development. Previously he served as Senior Vice 
President of business development at the Real Estate Disposition Corporation in 
Irvine California. Prior to that, Mr. Lewis was an Executive Vice President of  
the BancGroup in Newport Beach. Mr. Lewis holds various NASD and California real
estate licenses. He has lectured and presented a wide variety of investment     
opportunities in the media.                                                     

        GORDON GREGORY, 48 will serve as a Director of the Company. Since 1989
Mr. Gregory has been the founder and managing Director and principal of Mosaic  
Capital, LLC, an investment banking firm and its affiliate, Mosaic Capital      
Securities, LLC -- member NASD. Mr. Gregory also founded and serves as managing 
Director of Professionals Network Group, Inc., a non-profit alliance of over 800
senior level professionals. Mr. Gordon earned an MBA in finance at the          
University of California, Berkeley and a Juris Doctorate from the University of 
California, Hastings College of Law.                                            

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ASSET PURCHASE TRANSACTION

       The Company entered into an Asset Purchase Agreement, dated March 12,
2002, (the "Asset Agreement"), pursuant to which the Company will purchase      
certain assets, including the future business operations, of Case in exchange   
for up to 9,475,000 shares of the Company's Common Stock. Included in the       
purchase price is Case Financial, LLC, a related company of Case, and up to     
1,225,000 shares to be issued to the Company's new Chief Executive Officer and  
Director upon the Effective Date. The Company has also agreed to purchase up to 
$2,500,000 of notes receivable for 5,000,000 shares of its Common Stock. The    
noteholders must request the Company to purchase such notes receivable prior to 
sixty (60) days after the Effective Date.                                       

  On March 12, 2002, the Company entered into a Services Agreement
whereby the Company would manage the orderly liquidation of the Case portfolio  
for a management fee of 15 percent of the gross revenues collected. The         
aggregate value of the Case portfolio is approximately $5,000,000. The Company  
believes that it will take approximately 24 months to liquidate the Case        
portfolio. Also, on March 13, 2002, Michael Schaffer resigned as an officer and 
director of the Company, and Eric Alden, the President of Case, was appointed a 
director and was employed as the new Chief Executive Officer of the Company.    

         CHANGE IN THE COMPANY'S BOARD OF DIRECTORS AND NAME. Upon the Effective
Date, Lawrence Schaffer and Waddy Stephenson will resign as officers and        
directors of the Company and will appoint Gordon Gregory, Lorne M. Pollack, Esq.
and James R. Lewis to the Company's Board of Directors to fill the vacancies.   

Directors appointed to the Company's Board will be subject to 
re-election at the Company's next annual shareholders' meeting. In addition, the
Company shall change its name to Case Financial, Inc. to reflect its new        
business activity.                                                              

        SECURITIES LAWS ASPECTS OF ISSUANCE OF THE COMPANY'S COMMON STOCK. The
shares of the Company's Common Stock which will be issued in connection with the
Asset Purchase Transaction were not registered under the Securities Act. It is  
intended that such shares will be issued pursuant to the private placement      
exemption under Section 4(2) and Regulation D of the Securities Act. In         
addition, it is intended that the issuance of such shares will also be exempt   
from the securities' requirements of the State of California.                   

        The shares issues by the Company in the Asset Purchase Transaction are
deemed "restricted stock" and bear a legend indicating that the resale of such  
shares may be made only pursuant to registration under the Securities Act or    
pursuant to an available exemption from such registration. The Company has      
granted the shareholders of such shares "Piggyback" registration rights for a   
period of two years.                                                            

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 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

 The Company files annual, quarterly, and current reports, proxy
statements, and other information with the Securities and Exchange Commission   
("SEC"). You may read and copy any reports, statements or other information on  
file at the Commission's public reference room in Washington D.C. You can       
request copies of those documents, upon payment of a duplicating fee, by writing
to the Commission.                                                              

The SEC allows the Company to "incorporate by reference" the  
information it files with them, which means that the Company can disclose       
important information to you by referring you to those documents. The Company   
incorporates by reference the document listed below, which is considered part of
this Information Statement.                                                     

(1)      Current report on Form 8-K filed on March 29, 2002;  

         (2)      Quarterly Report on Form 10-QSB for the quarter ended November
30, 2001, filed on January 22, 2002;        

     (3)      Annual Report on Form 10-KSB for the year ended August 31,
2001, filed on December 14, 2001.           

         The Company is incorporating by reference in this Information Statement
a copy of the Form 8-K, Form 10-KSB and the latest Form 10-QSB filed with the   
SEC by the Company and referred to above. Any statement contained in a document 
incorporated or deemed to be incorporated by reference in this Information      
Statement, or made herein, shall be deemed to be modified or superseded for     
purposes of this Information Statement to the extent that a statement contained 
herein or in any subsequently filed document, which also is or is deemed to be  
incorporated by reference herein, modifies or supersedes such statement. Any    
statement so modified or superseded shall not be deemed, except as so modified  
or superseded, to constitute a part of this Information Statement.              

      The Company's Exchange Act file number is 0-27757. You may request a
copy of these filings at no cost, by writing or telephoning the Company at the  
following address: ASIA WEB HOLDINGS, INC., 1947 Camino Vida Roble, Suite 102,  
Carlsbad, California 92008; Attention: Lawrence Schaffer; telephone (760)       
804-0023.                                                                       

You may review a copy of this Information Statement, including
exhibits, and other reports, statements, or other information that the Company  
filed with the SEC, at the SEC's public reference room located at Room 1024,    
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the     
SEC's regional offices located at 500 West Madison Street, Suite 1400, Chicago, 
Illinois 60661 and at Seven World Trade Center, 13th Floor, New York, New York  
10048. Copies of such material, when filed, may also be obtained from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549  
at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further          
information on the operation of the public reference rooms. The Company's       
filings and the Information Statement can also be reviewed by accessing the     
SEC's website at http://www.sec.gov.                                            

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ADDITIONAL INFORMATION

       Management of both the Company and Case and their respective officers
and directors are available to answer questions concerning the terms and        
conditions of this Asset Purchase Transaction and to obtain any additional      
information, to the extent that the Company or Case possesses such information  
or can acquire it without unreasonable effort or expense. Questions regarding   
this Information Statement or written requests for additional information to    
verify or supplement the information contained in this Information Statement    
should be directed to:                                                          

Lawrence Schaffer                         Eric A. Alden                         
President                                 President                             
Asia Web Holdings, Inc.                   Case Financial, Inc.                  
1947 Camino Vida Roble, Suite 102         16000 Ventura Boulevard, Suite 1102   
Carlsbad, California  92008               Encino, California   91102            
(760) 804-0023                            (818) 728-9440                        

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 CASE FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET

(Unaudited Internally Prepared) 

                                                   As of December 31, 2001
                                                   -----------------------
ASSETS                                                                          

CASH                                                                 320,014    
CASH ADVANCES                                                      1,778,561    
PREPAID AND OTHER                                                     47,327    
EQUIPMENT AT COSTS AND OTHER EQUIPMENT                                          
(AT COST, NET OF ACCUMULATED DEPRECIATION                                       
AND AMORTIZATION)                                                     20,146    
                                                         -----------------
                                                        $      2,166,047
                                                         =================

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)                                  

ACCOUNTS PAYABLE                                                     107,081    
LOAN PAYABLE RELATED ENTITIES                                        147,526    
LOANS PAYABLE                                                      4,337,500    
ACCRUED LIABILITIES                                                  223,353    
                                                         -----------------
                                                               4,815,461
                                                         -----------------

STOCKHOLDERS' EQUITY (DEFICIT)                                                  
COMMON STOCK                                                   1,334,600
PREFERRED STOCKS                                                  50,000
 RETAINED EARNINGS (DEFICIT)                                   (4,034,014)
                                                         -----------------

                                                               (2,649,414)
                                                         -----------------
TOTAL LIABILITIES & EQUITY                                  $      2,166,047    
                                                         =================

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 CASE FINANCIAL STATEMENTS
CONSOLIDATED PROFIT AND LOSS

(Unaudited Internally Prepared) 
January through December 2001 

                                          JAN - DEC 01
                                           ---------------

INCOME                                                            
 ADVANCE INCOME                                  681,897

                                           ---------------
TOTAL INCOME                                          681,897     
OPERATING EXPENSES                                                
 GENERAL AND ADMINISTRATIVE                    1,087,765
 SELLING EXPENSE                                 506,612
                                           ---------------
                                               1,594,377
                                           ---------------
LOSS FROM OPERATION                                  (912,480)    

INTEREST AND OTHER EXPENSES, NET                     (721,130)    

                                           ---------------
NET LOSS                                           (1,633,610)    
                                           ===============

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CASE FINANCIAL, INC.                                                            
Notes to the Financial Statements                                               
Year ended December 31, 2001                                                    

REVENUE RECOGNITION - Fee income is recorded as income when received. Selling   
commissions are paid when advances are funded and expensed when incurred.       
Advances are deemed uncollectible when the case is dismissed or settled for an  
amount less than the advance.                                                   

The Company's advances to Plaintiffs range from 3.5% to 15% of the plaintiff's  
claim. These advances, which are secured by a lien on the plaintiff's settlement
proceeds, are funded after the Company performs an evaluation of each           
plaintiff's case. Should the plaintiff be successful, the Company is repaid its 
advance, as well as fees which are measured based on the time lapsed from the   
date of the advance to the repayment date. Advances on similar terms are also   
made to attorneys representing plaintiffs.                                      

FEE INCOME FROM EXISTING ADVANCES - At December 31, 2001, the Company had       
outstanding cash advances of $1,778,561. The total portfolio amount of the      
underlying legal claims approximates $25,250,000. Based on the history of the   
Company, claims take an average of approximately 13 months to resolve.          
Management reviews each case prior to making an advance and feels that the      
balance will be collected.                                                      

Under GAAP, fees advances are not recorded by the Company until such time as    
cash is received after the case is settled. At December 31, 2001, the Company   
estimates that unrecorded fee income on all outstanding advances approximates   
$3,200,000 to be collected in 2002 and 2003. This estimate is based on          
historical performance and included settlements at amounts less than the entire 
contracted principal and fees.                                                  

LLC ADMINISTRATIVE FEES - The Company derives administrative fee income from    
LLC. LLC has outstanding advances of approximately $574,000 at December 31,     
2001. Estimated fees (not recorded until collection) payable to the Company upon
full realization of the LLC advances in 2002 and 2003 are approximately         
$500,000.                                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14C’ Filing		Date		First		Last			Other Filings
For Period End:		5/31/02							10QSB,  NT 10-Q
		5/21/02		2		6
		4/26/02		4
Filed on:		4/24/02
		3/29/02		14					8-K
		3/15/02		7
		3/13/02		11		13
		3/12/02		2		13			8-K
		1/22/02		14					10QSB
		12/31/01		11		18
		12/14/01		14					10KSB
		11/30/01		14					10QSB,  NT 10-Q
		8/31/01		14					10KSB,  NT 10-K,  NTN 10Q
		3/12/01		4
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