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

                                   FORM 10-QSB

                   QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                     15(d) OF THE SECURITIES EXCHANGE ACT OF
                                1934, AS AMENDED:

                For the Quarterly Period Ended September 30, 2005

                         ------------------------------

                          Commission File No. 02-27569

                         ------------------------------

                           CSI BUSINESS FINANCE, INC.
                           --------------------------
                      (Exact Name Of Small Business Issuer)

                 Florida                                65-0847995
                 -------                                ----------
     (State or Other Jurisdiction        (I.R.S. Employer Identification Number)
   of Incorporation or Organization)

   109 North Post Oak Lane, Suite 422
           Houston, Texas                                 77024
           --------------                                 -----
  (Address of Principal Executive Offices)             (Zip Code)

Issuer's telephone number, including area code       (713) 621-2737
                                                     --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                  Yes [x] No [ ]

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

                                  Yes [x] No [ ]

The number of shares of common stock issued and  outstanding as of September 30,
2005 was 159,226,866.

Transitional Small Business Disclosure Format (check one).

                                  Yes [ ] No [x]

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

                   CSI BUSINESS FINANCE, INC. AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS

                   CSI BUSINESS FINANCE, INC. AND SUBSIDIARIES

              INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                    CONTENTS

                                                                         Page(s)
                                                                         -------

Unaudited Consolidated Balance Sheet as of September 30, 2005              F-1

Unaudited Consolidated Statements of Operations for the Nine Months
and Three Months Ended September 30, 2005                                  F-2

Unaudited Consolidated Statements of Cash Flows for the Nine Months
Ended  September 30, 2005                                                  F-3

Notes to Unaudited Consolidated Financial Statements as of
September 30, 2005                                                       F-4-F-6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS                                           1


                                       -i-
<PAGE>

                   CSI BUSINESS FINANCE, INC. AND SUBSIDIARIES
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2005

================================================================================

                                     ASSETS
                                     ------

CURRENT ASSETS
  Cash and cash equivalents                                        $  4,774,914
  Notes receivable                                                      440,592
  Accounts receivable-other                                              62,379
  Deferred financing costs                                              191,665
  Investment in marketable securities                                   160,315
  Prepaid and accrued interest                                           36,490
  Minimum lease payments receivable                                     148,260
                                                                   ------------
 Total current assets                                                 5,814,615
                                                                   ------------
NONCURRENT ASSETS
  Minimum lease payments receivable                                     170,396
  Convertible debenture and interest receivable                       8,500,000
  Notes and interest receivable                                         500,000
  Fixed assets, net                                                         750
  Deferred financing costs                                              372,308
  Intangible assets, net                                                 24,787
                                                                   ------------
Total noncurrent assets                                               9,568,241
                                                                   ------------
TOTAL ASSETS                                                       $ 15,382,856
                                                                   ============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                      -------------------------------------

CURRENT LIABILITIES
  Accounts payable                                                 $     12,657
  Accrued liabilities                                                   269,059
  Notes payable                                                         463,344
  Unearned income                                                        57,882
                                                                   ------------
  Total current liabilities                                             802,942
                                                                   ------------
NONCURRENT LIABILITIES
  Convertible debenture payable                                      15,635,199
  Accrued interest payable-noncurrent                                    44,978
  Unearned income                                                        29,568
                                                                   ------------
  Total noncurrent liabilities                                       15,709,745
                                                                   ------------
COMMITMENTS AND CONTINGENCIES                                                --

SHAREHOLDERS' DEFICIT
  Preferred stock, 10,000,000 shares authorized, par value $.01:
   Preferred stock Series A Convertible, 100,000 issued and
    outstanding; no liquidation or redemption value                       1,000
  Common stock,  5,000,000,000 authorized shares, par value $.001
    159,226,866 issued and outstanding                                  159,227
  Additional paid-in-capital                                          3,779,774
  Retained deficit                                                   (5,069,832)
                                                                   ------------
  Total shareholders' deficit                                        (1,129,831)
                                                                   ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                        $ 15,382,856
                                                                   ============

              The accompanying notes are an integral part of these
                  unaudited consolidated financial statements.

                                      F-1
<PAGE>

                  CSI BUSINESS FINANCE, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

================================================================================

<TABLE>
<CAPTION>
                                                       Nine Months Ended    Three Months Ended
                                                      September 30, 2005    September 30, 2005
                                                      ----------------------------------------
<S>                                                   <C>                   <C>
REVENUE
  Lease income                                        $           60,649    $           19,338
  Fee income                                                      81,492                34,379
  Trading gains                                                   33,898                33,898
                                                      ------------------    ------------------
  Total revenue                                                  176,039                87,615
                                                      ------------------    ------------------

OPERATING EXPENSES
  Salaries and benefits                                          230,803               198,697
  Commissions                                                      4,521                   693
  Business development, travel and entertainment                  17,136                16,502
  Depreciation and amortization                                    8,830                 2,943
  Rent                                                             8,783                 6,389
  Professional fees                                               56,464                45,667
  Other                                                           15,890                 5,019
                                                      ------------------    ------------------
  Total expenses                                                 342,427               275,910
                                                      ------------------    ------------------
OTHER (INCOME) EXPENSE
  Interest expense                                             4,008,712             4,008,712
  Interest income                                                (29,872)              (29,872)
  Other expense                                                   34,557                30,547
  Merger expense                                                 876,150               876,150
                                                      ------------------    ------------------
  Total other expense                                          4,889,547             4,885,537
                                                      ------------------    ------------------
  Loss before provision for income taxes                      (5,055,935)           (5,073,832)

INCOME TAX PROVISION                                                  --                    --
                                                      ------------------    ------------------
NET LOSS                                                      (5,055,935)           (5,073,832)

  Preferred dividends paid                                        12,000                    --
                                                      ------------------    ------------------
LOSS APPLICABLE TO COMMON SHARES                      $       (5,067,935)   $       (5,073,832)
                                                      ==================    ==================
  Net loss per share for basic and diluted            $            (0.29)   $            (0.29)
                                                      ==================    ==================
  Weighted shares outstanding for basic and diluted           17,692,763            17,692,763
                                                      ==================    ==================
</TABLE>

              The accompanying notes are an integral part of these
                  unaudited consolidated financial statements.

                                      F-2
<PAGE>
                   CSI BUSINESS FINANCE, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005

================================================================================

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                         $ (5,055,935)
  Adjustment to reconcile net loss to net cash
  provided by (used in) operating activities:
    Depreciation and amortization                                         8,830
    Amortization of deferred expenses                                    11,027
    Non-cash expense for redemption of preferred stock                   40,000
    Non-cash revenues                                                   (60,648)
    Non-cash expenses                                                   244,066
    Non-cash interest expense                                         3,940,000
    Non-cash merger expense                                             876,150
  (Increase) decrease in assets:
    Other accounts receivable                                           (39,199)
    Notes receivable                                                   (417,790)
    Prepaid and other                                                   (31,498)
    Investment in marketable securities                                (160,315)
  Increase (decrease) in liabilities:
    Accounts payable                                                      3,587
    Accrued liabilities                                                  82,837
                                                                   ------------
      Net cash used in operating activities                            (558,888)
                                                                   ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of fixed assets                                              (1,000)
  Change in minimum lease payments receivable                           (25,037)
                                                                   ------------
      Net cash used in investing activities                             (26,037)
                                                                   ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds from sale of convertible debentures                    5,371,839
  Preferred dividends paid                                              (12,000)
                                                                   ------------
       Net cash provided by financing activities                      5,359,839
                                                                   ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  4,774,914
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                               --
                                                                   ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                           $  4,774,914
                                                                   ============
SUPPLEMENTAL INFORMATION
  Interest paid                                                    $      2,755
  Taxes paid                                                                 --
  Assets and liabilities assumed in merger:
    Prepaids and other                                                    9,992
    Accounts payable and accrued liabilities                            262,231
    Convertible debentures and notes payable                            547,533
    Accrued interest payable                                             73,244
  Issuance of Series A Convertible Preferred Stock                        1,000
  Payment of debentures, notes payable and accrued interest             635,119
  Conversion of advances from parent to note payable                      4,134
  Assets acquired and liabilities paid from proceeds
   of convertible debenture:
    Debenture, notes payable and accrued interest acquired            9,000,000
    Deferred expenses                                                   575,000
    Debenture, notes payable and accrued interest paid                  635,199
    Accounts payable                                                     53,161


              The accompanying notes are an integral part of these
                  unaudited consolidated financial statements.

                                       F-3
<PAGE>

                   CSI BUSINESS FINANCE, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                            AS OF SEPTEMBER 30, 2005

NOTE 1 - DESCRIPTION OF MERGER AND RELATED EVENTS

On August 25, 2005, CSI Business Finance,  Inc., a Florida corporation (formerly
Health Express USA, Inc. and herein referred to as the "Company")  completed the
closing of that certain Share  Exchange  Agreement,  by and between the Company,
CSI  Business  Finance,  Inc.,  (the  Texas  corporation  and  now  wholly-owned
subsiding of the Company herein referred to as "CSI") and the shareholder of CSI
(the "CSI Shareholder").

On August 25, 2005, the Company  effectively  exchanged with the CSI Shareholder
the issued and outstanding common stock of CSI in exchange for 100,000 shares of
Series A Convertible Preferred Stock, par value $0.01 per share, of the Company,
and CSI  became a  wholly-owned  subsidiary  of the  Company.  Each share of the
Company's  Series A Preferred Stock is convertible  into 19,500 shares of common
stock of the Company. The Preferred shares were subsequently  distributed to the
shareholders of Corporate  Strategies,  Inc., the former  shareholder of CSI. In
addition,  at the  exchange  date,  110,206,883  shares of  common  stock of the
Company  were  issued  to  pay  off  notes  and  debentures.  If  the  preferred
shareholders were to convert to common stock as of the date of the merger,  they
would hold  1,950,000,000  shares, or ninety-two and one half percent (92.5%) of
the  issued  and  outstanding  shares  of  common  stock  of the  Company.  This
conversion  would  result in the  Series A  Preferred  Shareholders  effectively
controlling the Company.

The Series A Convertible  Preferred  Shareholders  and the holders of the common
stock  of the  Company  vote  together  and  not as  separate  classes,  and the
Preferred Stock shall be counted on an "as converted" basis,  thereby giving the
Preferred  Shareholders  control  of  the  Company.  The  transaction  is  being
accounted for as a reverse  acquisition  since control of the Company has passed
to the shareholders of the acquired company (CSI).

NOTE 2 - NATURE OF OPERATIONS

CSI, the operating  entity of the Company,  was  incorporated  primarily for the
purpose  of  engaging  in  equipment  leasing.  Subsequent  to the  merger,  the
Company's  consolidated  operations  have  expanded to include  the  purchase of
debentures and notes receivable,  secured and unsecured lending and factoring to
micro-cap public and private companies.

NOTE 3 - BASIS OF PRESENTATION

The accompanying  unaudited condensed  consolidated  financial statements of the
Company  have  been  prepared  in  accordance  with  the  accounting  principles
generally  accepted  in the  United  States of  America  for  interim  financial
reporting  and  with  the  instructions  to  Form  10-QSB  and  Item  310 (b) of
Regulation  S-B.  They  do not  include  all of the  information  and  footnotes
required by  accounting  principles  generally  accepted in the United States of
America for complete  financial  statements.  In the opinion of management,  all
adjustments,   consisting  only  of  normal  recurring  adjustments,  considered
necessary  for a fair  presentation,  have  been  included  in the  accompanying
unaudited financial statements.  Operating results for the periods presented are
not  necessarily  indicative  of the results  that may be expected  for the full
year.

Since CSI is the surviving entity of the reverse merger,  the financial  reports
include the unaudited condensed consolidated balance sheet at September 30, 2005
and the  results  of  operations  for nine (9) months for CSI and for the period
August 25,  2005  through  September  30,  2005 for the  Company.  Since CSI was
incorporated  on October 22, 2004,  there are no results of operations to report
for the three (3) months or nine (9) months ended September 30, 2004.

The unaudited condensed  consolidated  financial statements include the accounts
of CSI Business Finance, Inc. and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.

These unaudited condensed  consolidated  financial  statements should be read in
conjunction  with the  financial  statements  and  footnotes  for the year ended
December 31, 2004, which were filed by the Company with the U.S.  Securities and
Exchange Commission on Form 8-K/A on November 1, 2005.


                                      F-4
<PAGE>

NOTE 4 - CONVERTIBLE DEBENTURE PAYABLE

Effective September 9, 2005, the Company issued a secured convertible  debenture
(the "Debenture") to Cornell Capital Partners,  LP in the amount of $15,635,199.
This  Debenture  is due on  September  9, 2008 with  interest  accruing  at five
percent  (5%).  Interest  is  due  at  maturity  or  conversion.  On  the  third
anniversary  date of  issuance,  the  Company  has the  option of paying all the
unpaid principal and accrued  interest on the unconverted  debentures or convert
the debentures into common stock. The conversion option is available at any time
until payment in full of the debenture. Conversion is into shares of the Company
is common stock at the lesser of (a) one hundred  twenty  percent  (120%) of the
volume  weighted  average price on September 9, 2005 or (b) eighty percent (80%)
of the volume  weighted  average for the five (5) days prior to the  conversion.
Related  financing  costs  totaling  $575,000  were  capitalized  and are  being
amortized  over the life of the  debenture.  Amortization  for the  month  ended
September 30, 2005 totaled  $11,027.  Proceeds  from the debenture  were used to
acquire the  $8,500,000  debenture and the $500,000  unsecured  notes  discussed
below,  to pay certain  liabilities of the Company  assumed in the merger and to
provide working capital.

In  accordance  with EITF  98-5  "Accounting  for  Convertible  Securities  with
Beneficial  Conversion Features or Contingently  Adjustable  Conversion Ratios",
since the conversion  feature  allows  conversion at date of issuance or anytime
thereafter, it has been accounted for as a beneficial conversion feature and the
amount has been  calculated at its intrinsic  value at the commitment  date. The
proceeds  from  issuance of the  convertible  debt were reduced by the intrinsic
value of $3,940,000 which was allocated to additional  paid-in capital.  Because
the debt was convertible at the date of issuance,  the debt discount was charged
to  interest  expense  at the  date of  issuance.

NOTE 5- NOTES AND DEBENTURE RECEIVABLE

On September 9, 2005, the Company purchased a portion of a convertible debenture
and  related  accrued  interest  for  $8,500,000  and  two (2)  unsecured  notes
receivable  and related  accrued  interest  for $500,000  from  Cornell  Capital
Partners,  LP.  The  debenture  and notes  were  issued by  Bio-One  Corporation
(Bio-One) and are due June 30, 2006.  Management  intends to extend the due date
beyond December 31, 2006, and  accordingly,  the debenture and notes  receivable
are classified as long-term.  Interest on the debenture  accrues at five percent
(5%) and is  payable  at  maturity  or  conversion.  The  conversion  option  is
available at any time until payment in full of the debenture. Conversion is into
shares of Bio-One stock at the lesser of $0.75 per share or eighty percent (80%)
of the volume  weighted  average for the five (5) days prior to the  conversion.
Interest on the unsecured notes accrues at twelve percent (12%).

On  September  9, 2005,  Bio-One  signed a $500,000  unsecured  promissory  note
payable.  As of September 30, 2005,  $440,592 had been advanced  under the note.
The note  matures  September  9, 2006.  Interest is at a rate of twelve  percent
(12%) payable monthly, with the first monthly interest payment starting March 9,
2006.

NOTE 6 - CAPITAL

On August 25, 2005,  the Company's  Board of Directors  increased the authorized
shares of Capital  Stock to Five Billion Ten Million  (5,010,000,000)  shares as
follows:

      o     Five  Billion  (5,000,000,000)  shares of common  stock having a par
            value of $0.001 per share; and,

      o     Ten Million  (10,000,000)  shares designated "blank check" preferred
            stock  having a par value of $0.01 per share to be issued  with such
            rights, designations,  preferences and other terms and conditions as
            may be determined  by the Board of Directors,  from time to time and
            at any time, in their sole discretion, without any further action by
            the shareholders.

Previously,  on June 17, 2005, the Company took the following  corporate actions
regarding the creation and  designation of Series A Convertible  Preferred Stock
which were issued on August 25, 2005:

      o     100,000 shares authorized;

      o     Par value is $0.01 per share;

      o     Rank is equal to  common  stock and  junior  to all other  series of
            preferred stock;

      o     Entitled to  dividends  when  declared on common stock on a pro rata
            basis on an as converted basis;

      o     No liquidation, redemption rights or preferences;


                                      F-5
<PAGE>

      o     Convertible  at anytime at option of holder  into  19,500  shares of
            common stock for each share of Convertible Preferred Stock, Series A
            held; and

      o     Voting  rights are the same as the common stock voting  rights on an
            as if converted basis.

As a result of that certain Share  Exchange  Agreement,  which became  effective
August 25,  2005,  the CSI  Shareholder  delivered to the Company the issued and
outstanding  common  stock of CSI in  exchange  for  100,000  shares of Series A
Convertible  Preferred  Stock,  par value $0.01 per share.  The Preferred shares
were subsequently distributed to the shareholders of the CSI Shareholder. If the
Preferred  shareholders  were to convert into common stock as of the date of the
merger, the CSI shareholders would receive  1,950,000,000 shares of common stock
of the Company,  or  ninety-two  and one half percent  (92.5%) of the then to be
issued  and  outstanding  shares of  common  stock of the  Company,  effectively
transferring control.

The Series A Convertible  Preferred  Shareholders  and the holders of the common
stock of the  Company  vote  together  and not as separate  classes.  For voting
purposes the  Preferred  Stock is counted on an "as  converted"  basis,  thereby
giving the Preferred  Stockholders  control of the Company.  The  transaction is
being  accounted for as a reverse  acquisition  since control of the Company has
passed to the shareholders of the acquired company (CSI).

NOTE 7 - DEFERRED INCOME TAXES

The  Company  will file a  consolidated  tax return with its  subsidiaries.  The
Company has a net operating loss carryforward of approximately  $6,160,000 which
will expire in 2024.  The  Company's  net operating  loss  carryforward  will be
subject  to  significant  annual  limitations  which  will  reduce  or defer the
utilization  of the loss as a result of  ownership  change as defined in Section
382 of the Internal Revenue Code.

The net  deferred tax assets that would  result from use of net  operating  loss
carryforwards  discussed  above have been fully  reserved  for in the  financial
statements.

NOTE 8 - CONCENTRATION OF DEBENTURE AND NOTES RECEIVABLE

All of the debenture  receivables and notes receivable (totaling $9,440,952) are
from a single debtor, Bio-One. Bio-One has substantial investments in Canada and
China which secure the debt subject to prior liens of the seller on the Canadian
investment.  Bio-One is in litigation  with the sellers,  who have put Bio-One's
primary operating asset, Interactive Nutrition,  Inc. in the hand's of a private
receiver.  Bio-One  intends  to  vigorously  protect  its  rights and pursue the
sellers for  enforcement  of  Bio-One's  rights  under the  purchase  agreement.
Management  believes  Bio-One will ultimately  prevail in its claims against the
sellers of Interactive Nutrition, Inc.

NOTE 9 - OPTIONS AND WARRANTS

Options to purchase  142,366 shares of the Company's common stock at an exercise
price of $1.31 per share were  outstanding  at September  30, 2005.  The options
expire August 31, 2007.

Warrants  to  purchase  2,000,000  shares of the  Company's  common  stock at an
exercise price of $1.00 expire May 2, 2011. Warrants for the purchase of 100,000
shares of common stock at an exercise price of $0.55 expire July 28, 2008.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

On December 8, 2004 a lawsuit was filed against the Company in the Circuit Court
of the 15th Judicial Court of Palm Beach County. The Plaintiff,  Lester M. Entin
Associates,  is the landlord of the property in which the  Company's  Boca Raton
restaurant was located.  The Plaintiff  claims that the Company has defaulted on
its lease with the Plaintiff.  The Plaintiff is seeking $221,304 in damages.  As
of the date of the accompanying report, the litigation was on going. The Company
believes that they have adequately reserved for this lawsuit.


                                      F-6
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Introduction

Forward Looking Statements

      In connection  with the safe harbor  provisions of the Private  Securities
Litigation  Reform Act of 1995 (the "Reform Act"), CSI Business Finance Inc. and
its  subsidiaries  are  hereby  providing  cautionary   statements   identifying
important  factors  that  could  cause the  Company's  actual  results to differ
materially from those projected in  forward-looking  statements made herein. Any
statements that express,  or involve discussions as to,  expectations,  beliefs,
plans,  objectives,   assumptions  of  future  events  or  performance  are  not
statements of historical facts and may be forward-looking. These forward-looking
statements are based largely on the Company's  expectations and are subject to a
number of risks and  uncertainties,  including  but not  limited  to,  economic,
competitive,  regulatory,  growth  strategies,  available  financing  and  other
factors discussed elsewhere in this report and in documents filed by the Company
with the U.S. Securities and Exchange Commission ("SEC").  Many of these factors
are beyond the Company's  control.  Actual results could differ  materially from
the forward-looking  statements made. In light of these risks and uncertainties,
there can be no assurance that the results  anticipated  in the  forward-looking
information contained in this report will, in fact, occur.

      Any  forward-looking  statement  speaks  only as of the date on which such
statement  is made,  and the  Company  undertakes  no  obligation  to update any
forward-looking statement or statements to reflect events or circumstances after
the date on  which  such  statement  is made or to  reflect  the  occurrence  of
unanticipated  events.  New  factors  emerge  from  time to  time  and it is not
possible for  management to predict all of such  factors,  nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.

The Merger

      On August 25, 2005, the Company, a Florida corporation  (formerly known as
Health Express USA,  Inc.)  completed the closing of that certain Share Exchange
Agreement by and between the  Company,  CSI Business  Finance,  Inc.  (the Texas
corporation and now wholly-owned subsidiary of the Company herein referred to as
"CSI") and the shareholder of CSI (the "CSI Shareholder".)

      On  August  25,  2005,  the  Company  effectively  exchanged  with the CSI
Shareholder the issued and outstanding common stock of CSI for 100,000 shares of
Series A Convertible Preferred Stock, par value $0.01 per share, of the Company,
and CSI  became a  wholly-owned  subsidiary  of the  Company.  Each share of the
Company's  Series A Preferred Stock is convertible  into 19,500 shares of common
stock of the Company. The Preferred shares were subsequently  distributed to the
shareholders  of  the  CSI  Shareholder.  In  addition  at  the  exchange  date,
110,206,883  shares of common  stock of the Company  were issued to settle notes
and debentures. If the preferred shareholders were to convert to common stock as
of the date of the merger, they would hold 1,950,000,000  shares of the Company,
or ninety-two and one half percent (92.5%) of the issued and outstanding  shares
of common stock of the  Company.  This  conversion  would result in the Series A
Preferred Shareholders effectively controlling the Company.

      The Series A  Convertible  Preferred  Shareholders  and the holders of the
common stock of the Company vote together and not as separate  classes,  and the
Preferred  stock shall be counted on "as  converted"  basis,  thereby giving the
Preferred  Shareholders  control  of  the  Company.  The  transaction  is  being
accounted for as a reverse  acquisition  since control of the Company has passed
to the shareholders of the acquired company (CSI).

      Since CSI is the  surviving  entity of the reverse  merger,  the financial
reports  include the  consolidated  balance  sheet at September 30, 2005 and the
results of operations  for nine (9) months for CSI and for the period August 25,
2005 through  September 30, 2005 for the Company.  Since CSI was incorporated on
October 22, 2004, there are no results of operations to report for the three (3)
months or nine (9) months ended September 30, 2004.


                                        1

<PAGE>

Plan of Operation

      The  Company  intends  to  expand  its  leasing,   lending  and  factoring
activities to micro-cap public and private companies.  The Company believes this
market is  underserved.  Management also intends to pursue purchase of notes and
stock  in the  micro-cap  public  companies  under  distress  situation  for the
possibility of gains on resale of stock and collection or resale of notes.

      Management  of the  Company  mitigates  risk in lending  to this  business
segment by either  obtaining  personal  guarantees from individuals of net worth
which are  adequate  to repay the  liability  in the event of  default,  pledged
assets  that,  when  liquidated,  have a reasonable  probability  of proceeds to
retire the liability,  or, in the example of public company finance,  conversion
features at a  substantial  discount to the market in the event of default  that
would allow the Company adequate  proceeds from the sale of the borrower's stock
to repay the liability to the Company.


                                        2
<PAGE>

Results Of Operations

Results Of Operations For The Nine (9) Months Ending September 30, 2005

      Revenues

      Lease income of $60,649 is from CSI financing  leases on  automobiles  and
equipment.  Fee income of $81,492  represents fees received for the non-recourse
sales of completed  lease packages to financial  institutions.  Trading gains of
$33,898  primarily  represents  third quarter realized gains on sales of trading
securities.

      Operating Expenses

      Salaries  and  benefits  of  $230,803  represent  direct  salaries  and an
allocation of administrative  salaries,  and includes  approximately $167,000 in
bonuses to officers and employees in September 2005.

      Professional fees of $56,464 include legal fees of approximately  $24,000,
amortization of deferred financing costs of $11,027, accounting and other.

      Other Income And Expense

      Interest  expense  of  $4,008,712   includes  $3,940,000  related  to  the
beneficial  conversion effect of convertible  subordinated  debentures issued in
the third quarter 2005.

      Other expense of $34,557  includes  $40,000  related to the  redemption of
preferred  shares  of  CSI  in  July  2005,  and  is  net  of  other  income  of
approximately $9,000.

      Interest income relates to the convertible  debenture and notes receivable
from Bio-One acquired in September 2005.

      Merger expenses of $876,150  primarily  represent  liabilities  assumed in
excess of assets acquired ($871,053) in the merger.

Results Of Operations For The Three (3) Months Ending September 30, 2005

      Revenues

      Lease income of $19,338 is from CSI financing  leases on  automobiles  and
equipment.  Fee income of $34,379  represents fees received for the non-recourse
sales of completed  lease packages to financial  institutions.  Trading gains of
$33,898 primarily represent realized gains on sales of trading securities.

      Operating Expenses

      Salaries  and  benefits  of  $198,697  represent  direct  salaries  and an
allocation of administrative  salaries,  and include  approximately  $167,000 in
bonuses to officers and employees in September 2005.

      Professional fees of $45,667 includes legal fees of approximately $24,000,
amortization of deferred financing costs of $11,027, accounting and other.

      Other Income And Expense

      Interest  expense  of  $4,008,712   includes  $3,940,000  related  to  the
beneficial  conversion effect of convertible  subordinated  debentures issued in
the third quarter 2005.

      Other expense of $30,547  includes  $40,000  related to the  redemption of
preferred  shares  of  CSI  in  July  2005,  and  is  net  of  other  income  of
approximately $9,000.

      Interest income relates to the convertible  debenture and notes receivable
from Bio-One acquired in September 2005.


                                        3
<PAGE>

      Merger expenses of $876,150  primarily  represent  liabilities  assumed in
excess of assets acquired ($871,053) in the merger.

Liquidity And Capital Resources

      As of September  30, 2005,  the Company had  approximately  $4,774,914  in
cash.  This amount of available cash is sufficient to satisfy the Company's need
for working capital for the short-term.

      Cash  used in  operating  activities  during  the  nine (9)  months  ended
September  30, 2005 was  $558,888.  The cash used in  operating  activities  was
mainly a result of the Company's  investment in marketable  securities and notes
receivable.

      Cash used in  investing  activities  was  $26,037  for the nine (9) months
ended  September  30, 2005,  representing  primarily the change in minimum lease
payments receivable.

      Cash  provided by financing  activities  was  $5,359,839  for the nine (9)
months ended  September 30, 2005,  representing  net proceeds of $5,371,839 from
issuance  of a  convertible  subordinated  debenture,  net of $12,000  preferred
dividends paid.

Critical Accounting Policies And Estimates

      Management's  discussion  and  analysis  of our  financial  condition  and
results of  operations  are based upon our  consolidated  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States of America.  The  preparation  of these  financial
statements  requires  that we make  estimates  and  judgments  that  affect  the
reported  amounts of assets,  liabilities,  revenues and  expenses,  and related
disclosure of  contingent  assets and  liabilities.  At each balance sheet date,
management evaluates its estimates,  including but not limited to, those related
to accrued  liabilities and the valuation  allowance  offsetting deferred income
taxes.  The Company  also  reviews its  investments  in  marketable  securities,
convertible  debentures and notes  receivable for possible  impairment  whenever
events  indicate that their carrying value may not be  recoverable.  We base our
estimates on historical  experience  and on various other  assumptions  that are
believed to be reasonable  under the  circumstances.  Actual  results may differ
from these estimates under  different  assumptions or conditions.  The estimates
and critical  accounting policies that are most important in fully understanding
and evaluating our financial  condition and results of operations  include those
listed above.

Revenue Recognition

      The Company  follows  the  guidance of the U.S.  Securities  and  Exchange
Commission's  Staff  Accounting  Bulletin No. 104 for revenue  recognition.  The
Company  records  revenue when  persuasive  evidence of an  arrangement  exists,
services have been rendered or product delivery has occurred, the sales price to
the customer is fixed or determinable, and collectibility is reasonably assured.



                                        4
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

(A)   Evaluation Of Disclosure Controls And Procedures

      As of the end of the period  covered by this report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's Chief Executive  Officer and the part-time Chief Financial  Officer of
the  effectiveness  of the  design and  operation  of the  Company's  disclosure
controls and procedures.  The Company's  disclosure  controls and procedures are
designed to provide a reasonable  level of assurance of achieving  the Company's
disclosure control objectives.

      During  this  review  the Chief  Executive  Officer  and  part-time  Chief
Financial Officer determined that the Company has significant deficiencies.  The
specific deficiencies include numerous informal or undocumented internal control
procedures as well as instances of inadequate segregation of duties. In addition
the Company  lacks  procedures  and required  expertise to properly  account for
complex  non-rountine  transactions  and  preparation of its required  financial
statements and disclosures on a timely basis.

      The nature and size of the Company's  business have  prevented the Company
from being able to employ sufficient  resources to enable the Company to have an
adequate  segregation of duties within its internal control system.  The Company
will  continue  to  monitor  and  assess the costs and  benefits  of  additional
staffing in the accounting and financial reporting area.

      The  Company's  Chief  Executive  Officer and  part-time  Chief  Financial
Officer have  concluded  that the Company's  disclosure  controls and procedures
are,  in fact,  effective  at a  reasonable  assurance  level  as of the  period
covered.

(B)   Changes In Internal Controls Over Financial Reporting

      In  connection  with the  evaluation of the  Company's  internal  controls
during the Company's last fiscal quarter  covered by this report,  the Company's
Chief Executive  Officer and part-time  Chief Financial  Officer have determined
that there are no changes to the  Company's  internal  controls  over  financial
reporting that has materially  affected,  or is reasonably  likely to materially
effect, the Company's internal controls over financial reporting.


                                        5
<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      On December 8, 2004 a lawsuit was filed against the Company in the Circuit
Court of the 15th Judicial Court of Palm Beach County. The Plaintiff,  Lester M.
Entin  Associates,  is the landlord of the property in which the Company's  Boca
Raton  restaurant  was  located.  The  Plaintiff  claims  that the  Company  has
defaulted on its lease with the Plaintiff.  The Plaintiff is seeking $221,304 in
damages. As of the date of the accompanying report, the litigation was on going.
The Company believes that they have adequately reserved for this lawsuit.

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

      On August 25, 2005, in connection  with the closing of the Share  Exchange
Agreement by and between the  Company,  CSI Business  Finance,  Inc.  (the Texas
corporation  and now a  wholly-owned  subsidiary  of the  Company,  also  herein
referred to as "CSI") and the  shareholders  of CSI,  two (2)  individuals  were
issued on aggregate 110,206,883 shares of common stock of the Company to pay off
notes equaling $117,660 and debentures equaling $60,000.

      Effective  September 9, 2005,  the Company  issued a  $15,635,199  secured
convertible  debenture (the  "Debenture") to Cornell Capital  Partners,  LP. The
Debenture  is due on September  9, 2008 with  interest  accruing at five percent
(5%).  Interest on the Debenture is due at maturity or conversion.  On the third
anniversary  date of  issuance,  the  Company  has the  option of paying all the
unpaid  principal  and  accrued  interest  on  the  unconverted   debentures  or
converting the debentures into stock. The conversion  option is available at any
time until payment in full of the Debenture. The conversion shall be into shares
of the  Company's  common  stock at a price  equal to the lesser of one  hundred
twenty  percent  (120%) of the volume  weighted  average  price of the Company's
stock on  September  9,  2005 or eighty  percent  (80%) of the  volume  weighted
average price of our stock for the five (5) days prior to the conversion.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits:

<TABLE>
<CAPTION>
EXHIBIT NO.       DESCRIPTION                                        LOCATION
-----------       -----------                                        --------
<S>               <C>                                                <C>
3.1               Articles of Incorporation, as amended              Incorporated by reference to Exhibit 2 to Form 10-SB as
                                                                     filed with the U.S. Securities and Exchange Commission
                                                                     on October 6, 1999

3.2               Articles of Amendment to Articles of               Incorporated by reference to Exhibit 3.1 to the
                  Incorporation                                      Company's Current Report on Form 8-K as filed with the
                                                                     U.S. Securities and Exchange Commission on August 30, 2005

3.3               Bylaws                                             Incorporated by reference to Exhibit 3(a) to Form 10-SB
                                                                     as filed with the U.S. Securities and Exchange
                                                                     Commission on October 6, 1999
</TABLE>


                                        6
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.       DESCRIPTION                                        LOCATION
-----------       -----------                                        --------
<S>               <C>                                                <C>
3.4               Articles of Incorporation of Healthy Bites         Incorporated by reference to Exhibit 3(b) to the
                  Grill of Boca, Inc.                                Company's Quarterly Report on Form 10-QSB as filed with
                                                                     the U.S. Securities and Exchange Commission on August
                                                                     13, 2001

4.1               Warrants for 38,000 shares issued to Francorp,     Incorporated by reference to Exhibit 4 to the Company's
                  Inc.                                               Quarterly Report on Form 10-QSB as filed with the U.S.
                                                                     Securities and Exchange Commission on August 13, 2001

4.2               Warrants for 2,000,000 shares issued to Rider      Incorporated by reference to Exhibit 4 to the Company's
                  Insurance Company                                  Quarterly Report on Form 10-QSB as filed with the U.S.
                                                                     Securities and Exchange Commission on August 13, 2001

4.3               Certificate of Designation of Series A             Incorporated by reference to Exhibit 3.2 to the
                  Convertible Preferred Stock of the Company         Company's Current Report on Form 8-K as filed with the
                                                                     U.S. Securities and Exchange Commission on August 30, 2005

10.1              Lease - Healthy Bites Grill of Boca, Inc.          Incorporated by reference to Exhibit 10 to the Company's
                                                                     Quarterly Report on Form 10-QSB as filed with the U.S.
                                                                     Securities and Exchange Commission on May 14, 2001

10.2              Equity Line of Credit Agreement, dated March       Incorporated by reference to Exhibit 10.19 to the
                  13, 2003, by and between the Company and           Company's Annual Report on Form 10-KSB, as amended, as
                  Cornell Capital Partners, LP                       filed with the U.S. Securities and Exchange Commission
                                                                     on April 24, 2003

10.3              Registration Rights Agreement, dated March 13,     Incorporated by reference to Exhibit 10.20 to the
                  2003, by and between the Company and Cornell       Company's Annual Report on Form 10-KSB as filed with the
                  Capital Partners, LP                               U.S. Securities and Exchange Commission on March 26, 2003

10.4              Escrow Agreement, dated March 13, 2003, by and     Incorporated by reference to Exhibit 10.21 to the
                  among the Company, Cornell Capital Partners,       Company's Annual Report on Form 10-KSB as filed with the
                  LP, Butler Gonzalez, LP                            U.S. Securities and Exchange Commission on March 26, 2003

10.5              Securities Purchase Agreement, dated January       Incorporated by reference to Exhibit 10.22 to the
                  17, 2003, by and between the Company and the       Company's Annual Report on Form 10-KSB as filed with the
                  Buyers listed therein                              U.S. Securities and Exchange Commission on March 26, 2003

10.6              Escrow Agreement, dated January 17, 2003, by       Incorporated by reference to Exhibit 10.23 to the
                  and among the Company, the Buyers listed           Company's Annual Report on Form 10-KSB as filed with the
                  therein and Butler Gonzalez, LP                    U.S. Securities and Exchange Commission on March 26, 2003

10.7              Debenture, dated January 17, 2003, by and          Incorporated by reference to Exhibit 10.24 to the
                  between the Company and Cornell                    Company's Annual Report on Form 10-KSB as filed with the
                  Capital Partners, LP                               U.S. Securities and Exchange Commission on March 26, 2003


10.8              Investors Registration Rights Agreement, dated     Incorporated by reference to Exhibit 10.25 to the
                  March 13, 2003, by and between the Company and     Company's Annual Report on Form 10-KSB as filed with the
                  the Investors listed therein                       U.S. Securities and Exchange Commission on March 26, 2003

10.9              Placement Agent Agreement, dated March 13,         Incorporated by reference to Exhibit 10.26 to the
                  2003, by and among the Company, NT Capital         Company's Annual Report on Form 10-KSB as filed with the
                  Equities, Ltd. and Cornell Partners LP             U.S. Securities and Exchange Commission on March 26, 2003

10.10             Lease Modification - Health Bites Grill of         Incorporated by reference to Exhibit 10.27 to the
                  Boca, Inc.                                         Company's Annual Report on Form 10-KSB as filed with the U.S.
                                                                     Securities and Exchange Commission on March 29, 2004
</TABLE>


                                        7
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.       DESCRIPTION                                        LOCATION
-----------       -----------                                        --------
<S>               <C>                                                <C>
10.11             Promissory Note issued by the Company to           Incorporated by reference to Exhibit 10.29 to the
                  Cornell Capital Partners in an amount equal to     Company's Annual Report on Form 10-KSB as filed with the
                  $175,000                                           U.S. Securities and Exchange Commission on March 20, 2005

10.12             Secured Promissory Note, dated March 9, 2005,      Incorporated by reference to Exhibit 99.1 to the
                  issued by the Company to AIM American Mortgage,    Company's Current Report on Form 8-K as filed with the
                  Inc.                                               U.S. Securities and Exchange Commission on March 11, 2005

10.13             Settlement Agreement with Mutual Releases,         Incorporated by reference to Exhibit 10.1 to the
                  dated June 15, 2005, by and among the CSI          Company's Current Report on Form 8-K as filed with the
                  Business Finance, Inc., Health Express             U.S. Securities and Exchange Commission on June 17, 2005
                  Franchise Company, The Myrick Corp., The Junie
                  Corp. and Susan Greenfield

10.14             Settlement Agreement with Mutual Releases,         Incorporated by reference to Exhibit 10.1 to the
                  dated June 15, 2005, by and between CSI            Company's Current Report on Form 8-K as filed with the
                  Business Finance, Inc. and Charles D. Bleiwise     U.S. Securities and Exchange Commission on June 17, 2005

10.15             Share Exchange Agreement, dated June 17, 2005,     Incorporated by reference to Exhibit 99.1 to the
                  by and Health Express USA, Inc., CSI Business      Company's Current Report on Form 8-K as filed with the
                  Finance, Inc. (the Texas corporation, or "CSI")    U.S. Securities and Exchange Commission on August 30, 2005
                  and the shareholders of CSI

10.16             Amendment No. 1 to the Share Exchange              Incorporated by reference to Exhibit 99.2 to the
                  Agreement, dated August 5, 2005, by and among      Company's Current Report on Form 8-K as filed with the
                  CSI Business Finance, Inc. (the Texas              U.S. Securities and Exchange Commission on August 30, 2005
                  Corporation, or "CSI") and the shareholders of
                  CSI

10.17             Securities Purchase Agreement, dated September     Incorporated by reference to Exhibit 99.1 to the
                  9, 2005, by and between the Company and Cornell    Company's Current Report on Form 8-K as filed with the
                  Capital Parters, LP                                U.S. Securities and Exchange Commission on September 13, 2005

10.18             Security Agreement, dated September 9, 2005, by    Incorporated by reference to Exhibit 99.2 to the
                  and between the Company and Cornell Capital        Company's Current Report on Form 8-K as filed with the
                  Parters, LP                                        U.S. Securities and Exchange Commission on September 13, 2005

10.19             Investor Registration Rights Agreement, dated      Incorporated by reference to Exhibit 99.3 to the
                  September 9, 2005, by and between the Company      Company's Current Report on Form 8-K as filed with the
                  and Cornell Capital Parters, LP                    U.S. Securities and Exchange Commission on September 13, 2005

10.20             Convertible Debenture, dated September 9, 2005,    Incorporated by reference to Exhibit 99.4 to the
                  issued by the Company to Cornell Capital           Company's Current Report on Form 8-K as filed with the
                  Parters, LP                                        U.S. Securities and Exchange Commission on September 13, 2005

10.21             Escrow Agreement, dated September 9, 2005, by      Incorporated by reference to Exhibit 99.5 to the
                  and among the Company, Cornell Capital Parters,    Company's Current Report on Form 8-K as filed with the
                  LP and David Gonzalez, Esq.                        U.S. Securities and Exchange Commission on September 13, 2005

10.22             Assignment Agreement, dated September 9, 2005,     Incorporated by reference to Exhibit 99.6 to the
                  by and among the Company, Cornell Capital          Company's Current Report on Form 8-K as filed with the
                  Parters, LP and Bio-One Corporation                U.S. Securities and Exchange Commission on September 13, 2005

10.23             Collateral Assignment Agreement, dated             Incorporated by reference to Exhibit 99.7 to the
                  September 9, 2005, by and between the Company      Company's Current Report on Form 8-K as filed with the
                  and Cornell Capital Parters, LP                    U.S. Securities and Exchange Commission on September 13, 2005

14.1              Code of Ethics                                     Incorporated by reference to Exhibit 14.1 to the
                                                                     Company's Annual Report on Form 10-KSB as filed with the
                                                                     U.S. Securities and Exchange Commission on March 29, 2004
</TABLE>


                                        8
<PAGE>


<TABLE>
<CAPTION>
EXHIBIT NO.       DESCRIPTION                                        LOCATION
-----------       -----------                                        --------
<S>               <C>                                                <C>
16.1              Letter, dated October 31, 2005, from Salberg &     Incorporated by reference to Exhibit 99.1 to the
                  Company, P.A. to the Company regarding change      Company's Current Report on Form 8-K as filed with the
                  in the Compan's  independent registered public     U.S. Securities and Exchange Commission on November 2, 2005
                  accounting firm

31.1              Certification by Chief Executive Officer           Provided herewith
                  pursuant to 15 U.S.C. Section 7241, as adopted
                  pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002

31.2              Certification by Chief Financial Officer           Provided herewith
                  pursuant to 15 U.S.C. Section 7241, as adopted
                  pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002

32.1              Certification by Chief Executive Officer           Provided herewith
                  pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002

32.2              Certification by Chief Financial Officer           Provided herewith
                  pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002
</TABLE>


                                        9
<PAGE>

      (b)   Reports on Form 8-K:

      On August 30, 2005 the Company filed a Current Report on Form 8-K with the
U.S.  Securities  and Exchange  Commission  announcing  the  completion  of that
certain Share  Exchange  Agreement,  entered into on June 17, 2005, by and among
the Company,  CSI  Business  Finance,  Inc.  (the Texas  corporation  and herein
referred to as "CSI") and the  shareholders of CSI. The Company filed an amended
current report on November 1, 2005 to include  certain  financial  statements of
CSI Business Finance, Inc.

      On September 13, 2005, the Company filed a Current Report on Form 8-K with
the U.S. Securities and Exchange Commission  announcing that it had entered into
a Securities Purchase Agreement with Cornell Capital Partners, LP.


                                       10
<PAGE>


                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, CSI Business Finance,  Inc. has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 21, 2005             CSI BUSINESS FINANCE, INC.


                                    By: /s/ Timothy J. Connolly
                                        -----------------------
                                        Name:  Timothy J. Connolly
                                        Title: Chief Executive Officer