**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**


(Mark
      One)


x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





**For
      the quarterly period ended March 31, 2006**





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT




For
      the
      transition period from ______ to __________





*Commission
      File Number* : 0-27569





**CSI
      BUSINESS FINANCE, INC.**


(Exact
      name of small business issuer as specified in its charter)





**Florida**
            
            **65-0847995**(State
                or other jurisdiction of incorporation or organization)
            
            (IRS
                Employer Identification No.)**109
                North Post Oak Lane, Suite 422****Houston,
                TX 77024**(Address
                of principal executive offices)**(713)
                621-2737**(Issuer’s
                telephone number)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x No o





Indicate
      by check whether the registrant is a shell company (as defined in Rule 12b-2
      of
      the Exchange Act).


Yes o
      No x





The
      number of shares outstanding of our common stock at April 28, 2006 was
      157,191,508.





Transitional
      Small Business Disclosure Format (check one): Yes o No x














**CSI
      BUSINESS FINANCE, INC.**





**FORM
      10-QSB**





**INDEX**








Page
                NumberPART
                I - FINANCIAL INFORMATIONItem
                1. Financial StatementsCondensed
                Consolidated Balance Sheet as of March 31, 2006 (Unaudited)
            1
                -
                2Condensed
                Consolidated Statements of Operations for the three months ended
                March 31, 2006 and 2005 (Unaudited)
            3
                -
                4Condensed
                Consolidated Statements of Cash Flows for the three months ended
                March 31, 2006 and 2005 (Unaudited)
            5Notes
                to Condensed Consolidated Financial Statements (Unaudited)
            6
                -
                9Item
                2. Management’s Discussion and Analysis or Plan of Operation
            9
                -
                11Item
                3. Controls and Procedures
            11
                - 13PART
                II - OTHER INFORMATIONItem
                1. Legal Proceedings
            14Item
                2. Unregistered Sales of Equity Securities and Use of Proceeds
            14Item
                3. Defaults Upon Senior Securities
            14Item
                4. Submission of Matters to a Vote of Security Holders
            14Item
                5. Other Information
            14Item
                6. Exhibits
            14SIGNATURES
            15








i


**PART** **I
      -FINANCIAL INFORMATION**




**ITEM
      1** **.
      FINANCIAL STATEMENTS**




**CSI
                BUSINESS FINANCE, INC. AND SUBSIDIARIES****CONDENSED
                CONSOLIDATED BALANCE SHEET****March
                31, 2006****(Unaudited)**




**ASSETS****CURRENT
                ASSETS**Cash
            
            $
            260,679Advance
                to affiliate
            
            
            334,194Deferred
                financing costs
            
            
            191,665Notes
                receivable
            
            
            275,000Investment
                in marketable securities
            
            
            7,034,629Prepaids
                and accrued interest
            
            
            70,454Minimum
                lease payments receivable
            
            
            13,431Total
                current assets
            
            
            8,180,052**NONCURRENT
                ASSETS**Investments
            
            
            9,887,959Fixed
                assets, net
            
            
            7,321Deferred
                financing costs
            
            
            276,738Total
                noncurrent assets
            
            
            10,172,018**TOTAL
                ASSETS**
            
            $
            18,352,070**LIABILITIES
                AND SHAREHOLDERS' DEFICIT****CURRENT
                LIABILITIES**Accounts payable
            
            $
            160,561Accrued liabilities
            
            
            15,012Note
                payable to affiliate
            
            
            162,294Note
                payable other
            
            
            26,242Margin
                loan
            
            
            3,794,251




1




**CSI
                BUSINESS FINANCE, INC. AND SUBSIDIARIES****CONDENSED
                CONSOLIDATED BALANCE SHEET****March
                31, 2006****(Unaudited)****(Continued)**




Due
                to affiliate
            
            
            166,090Unearned
                income
            
            
            1,875Total current liabilities
            
            
            4,326,325**NONCURRENT
                LIABILITIES**Debenture
                payable--net of discount of $337,448
            
            
            15,297,751Derivative
                liability
            
            
            385,962Accrued
                interest payable-noncurrent
            
            
            434,787Unearned income
            
            
            1,900Total
                noncurrent liabilities
            
            
            16,120,400**COMMITMENTS
                AND CONTINGENCIES****SHAREHOLDERS'
                DEFICIT**Preferred
                stock, $.01 par value; 10,000,000 shares authorizedPreferred
                  stock Series A Convertible $0.01 par value; 100,000 shares authorized,
                  issued and outstanding and no
                liquidation
                  or redemption value
            
            
            1,000Common
                  stock, par value $0.001; 5,000,000,000 shares authorized; 157,191,508
                  issued and outstanding
            
            
            157,191Retained deficit
            
            
            (2,252,846
            )Total shareholders' deficit
            
            
            (2,094,655
            )**TOTAL
                LIABILITIES AND SHAREHOLDERS' DEFICIT**
            
            $
            18,352,070


See
        Notes
        to Condensed Consolidated Financial Statements.


2


**CSI
                  BUSINESS FINANCE, INC. AND SUBSIDIARIES****CONDENSED
                  CONSOLIDATED STATEMENTS OF OPERATIONS****(Unaudited)**




**Three
                Months Ended March 31****2006**
            
            **2005****REVENUE**Lease
                income
            
            $
            39,684
            
            $
            20,317Fee
                income
            
            
            —
            
            
            19,717Trading
                loss
            
            
            (133,773
            )
            
            —Dividends
                from marketable securities
            
            
            174,542
            
            
            —Interest
                income from note and debentures receivable
            
            
            143,430
            
            
            —Total
                revenue
            
            
            223,883
            
            
            40,034**OPERATING
                EXPENSES**Salaries
                and benefits
            
            
            83,561
            
            
            13,447Business
                development, travel and entertainment
            
            
            9,089
            
            
            634Depreciation
                and amortization
            
            
            757
            
            
            2,943Professional
                fees
            
            
            198,997
            
            
            4,862Other
            
            
            30,955
            
            
            6,410Total
                  expenses-2006 and 2005 include $24,796 and $3,700, respectively,
                  of
                  expenses allocated from an affiliated entity
            
            
            323,359
            
            
            28,296**OPERATING
                INCOME (LOSS)**
            
            
            (99,476
            )
            
            11,738**OTHER
                (INCOME) EXPENSE**Interest expense
            
            
            244,552
            
            
            —Interest expense--derivatives
            
            
            30,436
            
            
            —Net change in fair value of derivative
            
            
            17,258
            
            
            —Loss
                on extinguishment of debenture receivable
            
            
            639
            
            
            —Interest
                income
            
            
            (949
            )
            
            —Other
                income
            
            
            (10,348
            )
            
            —Other
                expense
            
            
            38
            
            
            —Total
                other expense, net
            
            
            281,626
            
            
            —




3




**CSI
                BUSINESS FINANCE, INC. AND SUBSIDIARIES****CONDENSED
                CONSOLIDATED STATEMENTS OF OPERATIONS****(Unaudited)****(Continued)**




Income
                (Loss) before provision for income taxes
            
            
            (381,102
            )
            
            11,738**INCOME
                TAX PROVISION**
            
            
            —
            
            
            2,141**NET
                INCOME (LOSS)**
            
            
            (381,102
            )
            
            9,597Preferred
                dividends paid
            
            
            —
            
            
            6,000**INCOME
                (LOSS) APPLICABLE TO COMMON SHARES**
            
            $
            (381,102
            )
            $
            3,597Net
                income (loss) per share for basic and diluted
            
            $
            (0.00
            )
            $
            3.60Weighted
                shares outstanding for basic and diluted
            
            
            157,191,508
            
            
            1,000  See
        Notes
        to Condensed Consolidated Financial Statements.
  4


**CSI
                BUSINESS FINANCE, INC. AND SUBSIDIARIES****CONDENSED
                CONSOLIDATED STATEMENT OF CASH FLOWS****(Unaudited)**




**Three
                Months Ended March 31**2006
            
            2005**CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                income (loss)
            
            $
            (381,102
            )
            $
            9,597Adjustment
                  to reconcile net income (loss) to net cash provided by (used in)
                  operating
                  activities:
            
            
            619,526
            
            
            (137
            )Net
                cash provided by operating activities
            
            
            238,424
            
            
            9,460**CASH
                FLOWS FROM INVESTING ACTIVITIES**Purchases
                of fixed assets
            
            
            —
            
            
            (1,000
            )Net
                cash used in investing activities
            
            
            —
            
            
            (1,000
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES**Payment
                on notes payable to affiliate
            
            
            (181,988
            )
            
            —Net
                cash used in financing activities
            
            
            (181,988
            )
            
            —**NET
                INCREASE IN CASH AND CASH EQUIVALENTS**
            
            
            56,436
            
            
            8,460**CASH
                AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
            
            
            204,243
            
            
            —**CASH
                AND CASH EQUIVALENTS, END OF PERIOD**
            
            $
            260,679
            
            $
            8,460**SUPPLEMENTAL
                INFORMATION**Interest
                paid
            
            $
            51,789
            
            $
            —Taxes paid
            
            $
            —
            
            $
            —Preferred
                dividends paid by a charge to parent intercompany account
            
            $
            —
            
            $
            6,000Exchange of certain receivable for common stock:Common stock acquired
            
            $
            9,887,959
            
            $
            —Debentures and notes receivable exchanged
            
            $
            9,609,283
            
            $
            —Accrued interest receivable exchanged
            
            $
            278,676
            
            $
            —


See
        Notes
        to Condensed Consolidated Financial Statements.




5


**CSI
      Business Finance, Inc. and Subsidiaries**


**Notes
      to Condensed Consolidated Financial Statements**


**(Unaudited)**




**NOTE
      1** **- BASIS OF PRESENTATION**




In
      the
      opinion of management, the accompanying unaudited condensed consolidated
      financial statements contain all adjustments (consisting of normal recurring
      adjustments) necessary to present fairly the financial position of CSI Business
      Finance, Inc. (“CSI Business Finance”) and “Subsidiaries” as of March 31,
      2006 and their results of operations and cash flows for the three (3) months
      ended March 31, 2006 and the three (3) months ended March 31, 2005.
      The results of operations for the three (3) months ended March 31, 2006 are
      not necessarily indicative of the results to be expected for the full year
      ending December 31, 2006.




As
      used
      herein, the “Company” refers to CSI Business Finance, Inc. or CSI Business
      Finance, Inc. together with its subsidiaries. The Company’s fiscal year ends on
      December 31st.




Certain
      information and footnote disclosures normally included in financial statements
      prepared in accordance with accounting principles generally accepted in the
      United States of America have been omitted in accordance with the published
      rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”)
      for interim financial statements. The unaudited condensed consolidated financial
      statements and the notes thereto in this report should be read in conjunction
      with the audited consolidated financial statements and notes thereto included
      in
      the Company’s Annual Report on Form 10-KSB for the fiscal year ended
      December 31, 2005 (the “10-KSB”).




The
      Company, formerly known as Health Express USA, Inc., was incorporated in Florida
      on July 2, 1998. On August 25, 2005, the Company completed the closing of that
      certain Share Exchange Agreement, by and among the Company, CSI Business
      Finance, Inc., a 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 in exchange for 100,000 shares of Series
      A
      Convertible Preferred Stock, par value $0.01 per share, of the Company (the
“Preferred Stock”), 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, beginning one (1) year after the
      effective date of the merger. The shares of Preferred Stock were subsequently
      distributed to the shareholders of Corporate Strategies, Inc., the former
      shareholder of CSI. In addition, at the exchange date, 108,171,525 shares of
      common stock of the Company were issued to pay off notes and debentures. If
      the
      stockholders of Preferred Stock 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 holders of the Preferred Stock
      effectively controlling the Company.




The
      holders of the Preferred Stock 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 holders of Preferred
      Stock control of the Company. The transaction was accounted for as a reverse
      acquisition since control of the Company passed to the shareholders of the
      acquired company (CSI).




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 lending and factoring to micro-cap public and private
      companies, and investing in marketable securities.




Since
      CSI
      is the surviving entity of the reverse merger, the financial reports include
      the
      operating results of the Company and its Subsidiaries for the quarter ended
      March 31, 2006 and for CSI only for the quarter ended March 31, 2005.




6


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




**NOTE
      2** **.
      INCOME (LOSS) PER COMMON SHARE AND STOCK BASED
      COMPENSATION**




**Income
      (Loss) Per Common Share**




Basic
      net
      income (loss) per common share is computed by dividing the net income (loss)
      applicable to common shareholders by the weighted average number of common
      shares outstanding during the period.




Diluted
      net loss per common share is computed by dividing the net loss by the weighted
      average number of **** common
      shares outstanding adjusted for the dilutive effects of the assumed issuance
      of
      potentially dilutive securities. The Company’s basic and diluted loss per common
      share amounts are the same for the three (3) months ended March 31, 2006
      since the Company had a net loss for the period and the assumed exercise of
      stock options and the conversion of the Series A Preferred Stock and secured
      convertible debentures outstanding as of March 31, 2006 would be
      anti-dilutive.




**Stock
      Based Compensation**




Statement
      of Financial Accounting Standards No. 123(R), “Accounting for Stock-Based
      Compensation” (“SFAS 123(R)”), provides for the use of a fair value-based method
      of accounting for employee stock compensation. The Company has outstanding
      stock
      options to purchase 142,366 of the Company common stock at an exercise price
      of
      $1.31 per share. These options expire in August 2007. The Company believes
      these
      options do not have a fair market value as the Company expects them to be
      forfeited.




**NOTE
      3 - RESTATEMENT OF PRIOR PERIODS**




The
      Company has restated its financial results for fiscal 2005 and for the related
      interim periods therein previously reported. The restatement will result in
      the
      requirement to reissue the report on Form 10-QSB at September 30, 2005 and
      for
      the three (3) and nine (9) months then ended. The restatements include
      adjustments to (a) correct the accounting for convertible debentures to
      recognize the effects of derivatives, and (b) remove the beneficial conversion
      feature previously recorded for the convertible debentures.




**NOTE
      4** **-
      AGREEMENT IN LIEU OF FORECLOSURE**




The
      Company completed an agreement in lieu of foreclosure (the “Agreement”) with
      Bio-One Corporation (“Bio-One”) on March 22, 2006 and received the stock of
      Interactive Nutrition International, Inc (“INII”), along with other assets and
      claims, in return for the forgiveness of $9,887,959 in debt and accrued interest
      of Bio-One and will now be treated as an investment in INII. INII is
      currently being operated by Price Waterhouse Coopers as Receiver and Manager
      pursuant to Section 246(2) of the Bankruptcy and Insolvency Act of Canada,
      after
      being requested to do so by Nesracorp Inc., Eli Nasrallah, Joseph Nasrallah,
      Pamela Nasrallah (collectively, the “Sellers”), purporting default in payment of
      obligations incurred in the purchase of INII assets by Bio-One. The Nasrallahs
      were operating INII and controlling all bank accounts, financial decisions
      and
      day to day operations at the time of this action. The Nasrallahs continue to
      act
      as employees operating INII. A Court-supervised sale of assets has been
      requested by the Receiver, and the Company intends to vigorously oppose this
      and
      pursue all claims against the Sellers. The Company has had an independent
      valuation done on the assets of INII and it indicates significant value in
      excess of the amounts purported to be owed the Sellers. Additionally, the
      Company has been assigned all rights and claims previously asserted against
      Nesracorp Inc., Eli Nasrallah, Joseph Nasrallah, Pamela Nasrallah,
      Roxanne **** Anderson
      and Price Waterhouse Coopers, Inc. filed by INII and Bio-One in the Ontario
      Superior Court of Justice on January13, 2005. While INII and Bio-One previously
      withdrew these filings based on their belief a settlement was possible, no
      settlement was reached. The Company intends to pursue some or all of the
      previous claims in the filings made on January 13, 2005 in Ontario Superior
      Court of Justice, as the stock of INII and these claims, as well as others,
      have
      been assigned to the Company as part of the Agreement executed with Bio-One
      on
      March 22, 2006.




7


On
      March 31, 2006, the Company filed a lawsuit in State Court in Orlando,
      Florida against Eli Nasrallah, Joseph Nasrallah and Pamela Nasrallah, alleging,
      among other claims, breach of duty to INII. No reserve has been established
      for
      a loss on this transaction, as the Company believes its claims are meritorious
      and have a reasonable probability of prevailing in a Court of law. However,
      should the Company fail to prevail or settle its claims against the Sellers,
      the
      Company may be required to write down its entire investment of $9,887,959 in
      INII.




As
      a
      result of the above foreclosure, the Company recorded a $9,887,959 investment
      in
      the INII stock consisting of an $8,500,000 debenture receivable, $1,109,283
      notes receivable and $278,676 of accrued interest receivable.




**NOTE
      5 - NOTE PAYABLE TO AN AFFILIATE**




A
      note
      payable to Corporate Strategies, Inc. (a subsidiary of Emerge Capital Corp.)
      was
      entered into on July 1, 2005, prior to the spin-off and merger. The original
      note of $320,034 is adjusted monthly for net receivable/payable transactions,
      bears interest at twelve percent (12%), and is payable on June 30, 2006 or
      upon
      demand by Emerge Capital Corp. (“Emerge”). Payments have been made to reduce the
      note to $162,294 at March 31, 2006. There continues to be
      receivable/payable transactions between the two (2) entities.




**NOTE** **** **6
      - MARGIN LOAN.**




As
      of
      March 31, 2006, the Company had borrowed $3,794,251 on its margin account
      which is collateralized by its marketable securities. The interest rate on
      this
      account is variable and as of March 31, 2006 was approximately seven
      percent (7%). The margin loan was covered by approximately $7,000,000 of market
      value securities.




**NOTE
      7 - DERIVATIVE FINANCIAL INSTRUMENTS**




The
      derivatives for the debenture payable has been accounted for in accordance
      with
      SFAS 133 and EITF No. 00-19, “Accounting for Derivative Financial
      Instruments Indexed to, and Potentially Settled in, a Company's Own Stock”.




The
      Company has determined that the following instrument has derivatives requiring
      evaluation and accounting under the relevant guidance applicable to financial
      derivative:




·
            Cornell
                Convertible Debenture (the “Convertible Debenture”), issued on
                September 9, 2005 in the face amount of $15,635,199.




The
      Company has determined that the above debenture has embedded derivatives. These
      embedded derivatives have been bifurcated from their respective host debt
      contracts and accounted for as a derivative liability in accordance with EITF
      00-19. When multiple derivatives exist within the Convertible Debenture, they
      have been bundled together as a single hybrid compound instrument in accordance
      with SFAS No. 133 Derivatives Implementation Group Implementation Issue
      No. B-15, “Embedded Derivatives: Separate Accounting for Multiple
      Derivative Features Embedded in a Single Hybrid Instrument”.




The
      embedded derivatives within the Convertible Debenture have been recorded at
      fair
      value at the date of issuance; and are marked-to-market each reporting period
      with changes in fair value recorded to the Company's income statement as “Net
      change in fair value of derivative”. The Company utilized a third party
      valuation firm to fair value the embedded derivatives using a layered discounted
      probability-weighted cash flow approach. The fair value model utilized to value
      the various embedded derivatives in the Convertible Debenture, comprises
      multiple probability-weighted scenarios under various assumptions reflecting
      the
      economics of the Convertible Debenture, such as the risk-free interest rate,
      expected Issuer stock price and volatility, likelihood of conversion and or
      redemption and likelihood default status and timely registration.




The
      fair
      value of the derivative liability is subject to the changes in the trading
      value
      of the Company's common stock, as well as other factors. As a result, the
      Company's financial statements may fluctuate from quarter-to-quarter based
      on
      factors, such as the price of the Company's stock at the balance sheet date
      and
      the amount of shares converted by the note holders. Consequently, our financial
      position and results of operations may vary from quarter-to-quarter based on
      conditions other than our operating revenues and expenses.




8


The
      conversion feature, reset provision and the Company's optional early redemption
      right have been bundled together as a single compound embedded derivative
      liability, and using a layered discounted probability-weighted cash flow
      approach, was initially fair valued at $413,603 at September 9, 2005. Using
      the
      same methodology, the single compound embedded derivative liability was valued
      at $385,962 at March 31, 2006. For the three (3) months ended
      March 31, 2006, the change in fair value of the derivative liability was a
      decrease of $17,258, which has been classified as “net change in fair value of
      derivative”.




The
      Company had a debenture receivable which was extinguished on March 22, 2006.
      The
      derivative instrument related to the debenture receivable was initially fair
      valued at $33,315 upon acquisition at September 9, 2005. The single compound
      embedded derivative receivable was valued at $26,273 at March 22, 2006. For
      the
      period January 1 through March 22, 2006, the change in fair value of the
      derivative asset was an increase of $104, which has been classified as “net
      change in fair value of derivative”.




As
      result
      of the foreclosure discussed on Note 4, the derivative asset and a premium
      on
      the debenture receivable was written off and a $639 loss on extinguishment
      of
      debenture receivable recorded.




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




**FORWARD-LOOKING
      STATEMENTS AND ASSOCIATED RISKS**




Information
      included or incorporated by reference in this filing may contain forward-looking
      statements within the meaning of Section 27A of the Securities Act of 1933,
      as
      amended (the “Securities Act”) and Section 21E of the Exchange Act of 1934, as
      amended (the “Exchange Act”). This information may involve known and unknown
      risks, uncertainties and other factors which may cause our actual results,
      performance or achievements to be materially different from the future results,
      performance or achievements expressed or implied by any forward-looking
      statements. Forward-looking statements, which involve assumptions and describe
      our future plans, strategies and expectations, are generally identifiable by
      use
      of the words “may”, “will”, “should”, “expect”, “anticipate”, “estimate”,
“believe”, “intend” or “project” or the negative of these words or other
      variations on these words or comparable terminology.




This
      filing contains forward-looking statements, including statements regarding,
      among other things, (a) our projected sales and profitability, (b) our
      Company’s growth strategies, (c) our Company’s future financing plans and
      (d) our Company’s anticipated needs for working capital. These statements
      may be found under this Section as well as in this report generally. Actual
      events or results may differ materially from those discussed in forward-looking
      statements as a result of various factors, including, without limitation, those
      described in our Form 10-KSB dated December 31, 2005 and matters described
      in
      this report generally. In light of these risks and uncertainties, there can
      be
      no assurance that the forward-looking statements contained in this report will
      in fact occur.




The
      following discussion should be read in conjunction with the unaudited
      consolidated financial statements of the Company, and the related notes thereto
      included elsewhere herein.




**Overview**




On
      August
      25, 2005, Health Express USA, Inc., a Florida corporation, entered into a share
      exchange agreement with CSI Business Finance, Inc., a Texas corporation (“CSI”)
      and the shareholder of CSI (Corporate Strategies, Inc.). The transaction is
      being reflected as a reverse acquisition since control of the Company has passed
      to the shareholders of Corporate Strategies, Inc. (“Corporate Strategies”). The
      merged group was subsequently renamed CSI Business Finance, Inc. (the Florida
      corporation).




The
      Company primarily generates revenues from financing and investing activities.
      To
      date, these activities have included equipment leasing, factoring, brokerage
      fees earned in originating and selling business leases, providing short term
      secured lending and investing in marketable securities. The Company may change
      its areas of focus on financing activities in the future.




9


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




Management
      of the Company mitigates risk in lending to this business segment by securing
      loans with pledged assets (collateral) that, when liquidated, have a reasonable
      probability of proceeds to retire the liability. In some instances, the Company
      obtains personal guarantees from individuals of net worth which are adequate
      to
      repay the liability in the event of default. Additionally, in the example of
      public company finance, we utilize 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.




Competition
      for the services we provide comes mainly from financial institutions that
      provide factoring services, equipment leases and small business loans, many
      of
      which have substantially more capital resources than the Company.




**RESULTS
      OF OPERATIONS**




**Three
      Months Ended March 31, 2006 and March 31, 2005**




Lease
      income for the three (3) months ended March 31, 2006 was $39,684 compared
      to $20,317 for the three (3) months ended March 31, 2005, an increase of
      $19,367. The increase was primarily the result of the early pay-off of an
      existing lease which accelerated the amortization of unearned income. We expect
      to continue to seek leasing opportunities in the future as the Company has
      increased capital from prior levels and has developed additional marketing
      representation that should result in a growing lease portfolio. Conversely,
      fee
      income based on brokerage fees earned in originating and selling business leases
      should decrease, as the Company now has the working capital available to fund
      leases rather than broker them. Fee income was $19,717 for the three (3) months
      ended March 31, 2005 compared to zero dollars ($0) for the three (3) months
      ended March 31, 2006.




Interest
      income was $143,430 for the three (3) months ended March 31, 2006 compared
      to zero dollars ($0) for the three (3) months ended March 31, 2005.
      Interest income was derived mainly from a debenture and notes that were
      subsequently traded on March 22, 2006 for stock in a Canadian subsidiary of
      the
      maker of the debentures. We expect interest income to increase in the future
      since the Company has increased working capital availability for business
      lending and factoring. Dividend income was $174,542 for the three (3) months
      ended March 31, 2006 compared to zero dollars ($0) for the three (3) months
      ended March 31, 2005. Dividend income is primarily derived from various
      investments in marketable securities. For the three months ended March 31,
      2006, the Company recorded net trading losses from various investments in
      marketable securities in the amount of $133,773 ($464,674 in realized trading
      losses and $330,901 in unrealized trading gains). These losses were attributable
      to sharp, short term losses in value of certain portfolio segments that were
      not
      properly hedged against sudden decreases in value. The Company has taken steps
      to protect its portfolio with the use of put and call options to limit the
      risk
      of losses in the future, while maximizing upside potential.




The
      Company has not yet reached the size to benefit from separate office space
      and a
      dedicated staff, and shares office space and certain administrative functions
      and staff with an affiliated company. Costs are allocated for these shared
      functions based on an estimate of time usage.




Salaries
      and benefits were $83,561 for the three (3) months ended March 31, 2006
      compared to $13,447 for the three (3) months ended March 31, 2005. The
      increase in salaries and benefits is due to officer’s salaries incurred since
      the August 2005 merger.




10


Professional
      fees for the three (3) months ended March 31, 2006 were $198,997 compared
      to $4,862 at March 31, 2005. The increase of $194,135 was primarily due to
      increased legal fees associated with the Company’s investment in INII as
      described in Note 4 to the Consolidated Financial Statements, the amortization
      of deferred debenture costs equal to $47,259 and increased audit and other
      legal
      fees.




Interest
      expense was $244,552 for the three (3) months ended March 31, 2006 compared
      to zero dollars ($0) for the three (3) months ended March 31, 2005.
      Interest primarily relates to the expense associated with the $15,635,199 five
      percent (5%) convertible debenture entered into in October 2005 to fund
      anticipated growth of CSI Business Finance, Inc.




**Liquidity
      and Capital Resources** ****




Net
      cash
      provided by operating activities amounted to $238,424 for the three months
      ending March 31, 2006.  Cash used in financing activities was $181,988 for
      payment on notes payable to an affiliate.





The
      Company has working capital of $3,853,727 at March 31, 2006, including
      marketable securities of $7,034,629. During the quarter ended March 31, 2006,
      the Company entered into commitments to fund up to $800,000 monthly to two
      new
      accounts receivable factoring clients.




Management
      believes the Company has adequate working capital and cash to be provided from
      operating activities to fund current and planned levels of operations for the
      foreseeable future.




**Off-Balance
      Sheet Arrangements**




The
      Company had no off-balance sheet arrangements or guarantees of third party
      obligations at March 31, 2006.




**Inflation**




The
      Company believes that inflation has not had a significant impact on operations
      since inception.




**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's management carried
      out
      an evaluation, under the supervision and with the participation of the Company's
      Chief Executive Officer (“CEO”) and contract Chief Financial Officer (“CFO”), of
      the effectiveness of the design and operation of the Company's system of
      disclosure controls and procedures pursuant to the Securities and Exchange
      Act,
      Rule 13a-15(e) and 15d-15(e) under the Exchange Act). The Company’s disclosure
      controls and procedures are designed to provide a reasonable level of assurance
      of achieving the Company’s disclosure control objectives. The Company’s CEO and
      CFO have concluded that the Company's disclosure controls and procedures were
      not effective, as of the date of that evaluation, for the purposes of recording,
      processing, summarizing and timely reporting of material information required
      to
      be disclosed in reports filed by the Company under the Exchange Act.




**(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 CEO and CFO
      have determined that there were no changes to the Company’s internal controls
      over financial reporting that have materially affected, or are reasonably likely
      to materially effect, the Company’s internal controls over financial
      reporting.




11


**Material
      Weaknesses Identified**




In
      connection with the audit of our financial statements for the fiscal year ended
      December 31, 2005, our independent registered public accounting firm informed
      us
      that we have significant deficiencies constituting material weaknesses. As
      defined by the Public Company Accounting Oversight Board Auditing Standard
      No. 2, a material weakness is a significant control deficiency or a
      combination of significant control deficiencies that result in there being
      more
      than a remote likelihood that a material misstatement in the annual or interim
      financial statements will not be prevented or detected. The specific problems
      identified by the auditor were (1) lack of segregation of duties necessary
      to
      maintain proper checks and balances between functions, (2) failure of internal
      personnel to adequately communicate the scope and nature of non-routine
      transactions, and (3) applications of improper accounting principles to
      financial derivatives. The absence of qualified full time accounting personnel
      was a contributing factor to the problems identified by the auditor. The
      specific circumstances giving rise to the weaknesses include utilizing the
      services of contract accountants on a part time basis in the absence of internal
      accounting personnel. As a result of the absence of full time in-house
      accounting personnel and the failure of in-house personnel to adequately
      communicate information to the outside contract accountants, certain journal
      entries required during 2004 and 2005 were not made until the time of the audit
      when the need for such entries was identified by the auditor.




As
      a
      result of our review of the items identified by our auditors, we have concluded
      that our previous derivative accounting policies were incorrect and a
      communication failure resulted in not properly disclosing hedging
      activities.




In
      light
      of the above, we have determined to restate our consolidated financial
      statements for the third quarter of 2005 to correct our accounting for
      derivatives.




Furthermore,
      based on the material weaknesses described herein, we concluded that our
      disclosure controls and procedures were not effective at the reasonable
      assurance level at March 31, 2006. More specifically, our failure to
      maintain effective controls over the selection, application and monitoring
      of
      our accounting policies to assure that certain transactions were accounted
      for
      in conformity with generally accepted accounting principles resulted in a
      failure during 2005 to record an appropriate derivative liability, deemed
      interest expense associated with the derivative liability and related charges
      associated with changes in the value of embedded derivatives, arising from
      the
      issuance during 2005 and a failure during the last quarter of 2005 to properly
      disclose hedging activities.




The
      effects of the aforementioned weaknesses related to the closing and preparation
      of the financial statements were corrected by management prior to the issuance
      of this Quarterly Report on Form 10-QSB.




**Remediation
      Plan regarding the Material Weaknesses**




Because
      of its size, The Company shares its accounting staff with an affiliated company
      and is comprised of its Chief Financial Officer, accounting manager and a data
      entry clerk, all of whom are considered contract employees since they are on
      the
      payroll of its affiliate and the Company reimburses its affiliate for the
      Company’s share of the costs.




Management
      is actively engaged in remediation efforts to address the material weaknesses
      identified in the Company’s internal control over financial reporting as of
      March 31, 2006. These on-going remediation efforts, outlined below, are
      specifically designed to address the material weaknesses identified by
      Management and to improve and strengthen the Company’s overall control
      environment.




The
      Company has taken the following steps to address the specific problems
      identified by the auditors:




·
            Our
                current CFO is a part time, contract employee. Due to family health
                issues
                he is unable to devote full time to this position and will resign
                as
                contract CFO and become a part time contract controller. Our affiliate
                has
                authorized the hiring of a contract Chief Financial Officer and a
                contract full-time bookkeeper to allow us to properly implement the
                segregation of duties necessary to maintain checks and balances between
                functions of our contract accounting manager contract controller,
                and
                executive functions.




12


·
            All
                non-routine transactions will be reviewed by our contract CFO,
                contract controller and contract accounting manager before they are
                completed.




·
            Our
                contract CFO will monitor our accounting policies to assure proper
                accounting for financial derivatives and other unusual transactions on an
                ongoing basis.




During
      the quarter ended December 31, 2005, a full time accounting manager was
      hired by our affiliate. We believe that in conjunction with the hiring of a
      contract full time bookkeeper we will be able to materially improve our internal
      controls over financial reporting.




The
      Company continues its efforts to remediate control weaknesses and further
      improve and strengthen its internal control over financial reporting under
      the
      direction of the CEO and the contract CFO.






13




**PART
      II - OTHER INFORMATION**




**ITEM
      1** **.
      LEGAL PROCEEDINGS**




The
      Company completed an agreement in lieu of foreclosure (the “Agreement”) with Bio
      One Corporation (“Bio-One”) on March 22, 2006 and received the stock of
      Interactive Nutrition International, Inc (“INII”), along with other assets and
      claims, in return for the forgiveness of $9,887,959 in debt and accrued interest
      of Bio-One and will now be treated as an investment in INII. INII is currently
      being operated by Price Waterhouse Coopers as Receiver and Manager pursuant
      to
      Section 246(2) of the Bankruptcy and Insolvency Act of Canada, after being
      requested to do so by Nesracorp Inc., Eli Nasrallah, Joseph Nasrallah and Pamela
      Nasrallah (collectively, the “Sellers”), purporting  default in payment of
      obligations incurred in the purchase of INII assets  by Bio-One. The
      Nasrallahs were operating INII and controlling all bank accounts, financial
      decisions and day to day operations at the time of this action. The Nasrallahs
      continue to act as employees operating INII. A Court-supervised sale of the
      assets has been requested by the Receiver, and the Company intends to vigorously
      oppose this and pursue all claims against the Sellers. The Company has had
      an independent valuation done on the assets of INII and it indicates significant
      value in excess of the amounts purported to be owed the Sellers. Additionally,
      the Company has been assigned all rights and claims previously asserted against
      Nesracorp Inc., Eli Nasrallah, Joseph Nasrallah, Pamela Nasrallah, Roxanne
      Anderson and Price Waterhouse Coopers, Inc. filed by INII and Bio-One in the
      Ontario Superior Court of Justice on January 13, 2005. While INII and
      Bio-One previously withdrew these filings based on their belief a settlement
      was
      possible, no settlement was reached. The Company intends to pursue some or
      all
      of the previous claims in the filing of January 13, 2005 in Ontario Superior
      Court of Justice, as the stock of INII and these claims, as well as others,
      have
      been assigned to the Company as part of the Agreement the Company executed
      with
      Bio-One on March 22, 2006.




On
      March
      30, 2006, the Company filed a lawsuit in State Court in Orlando, Florida against
      Eli Nasrallah, Joseph Nesrallah and Pamela Nasrallah, alleging, among other
      claims, breach of fiduciary duty to INII. No reserve has been established for
      a
      loss on this transaction, as the Company believes its claims are meritorious
      and
      have a reasonable probability of prevailing in a Court of law. However,
      should the Company fail to prevail or settle its claims against the Sellers,
      the
      Company may be required to write down its entire investment of $9,887,959 in
      INII.




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




None.




**ITEM
      3** **.
      DEFAULTS 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)
      Documents filed as a part of this report.**




EXHIBIT
      31.1 Officer's
      Certification Pursuant to Section 302




EXHIBIT
      32.1 Certificate pursuant
      to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002




**(B)
      Current Reports filed on Form 8-K:**




On
      March
      17, 2006, the Company filed a Current Report on Form 8-K disclosing that it
      had
      entered into an Agreement With Respect To Obligations, dated March 10, 2006,
      with Bio-One Corporation.




On
      March
      24, 2006, the Company filed a Current Report on Form 8-K disclosing that it
      had
      entered into an Agreement With Respect to Obligations, dated March 22, 2006,
      with Bio-One Corporation which supercedes the March 10, 2006 Agreement With
      Respect To Obligations.




14




**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the Company has caused
      this Quarterly Report on Form 10-QSB to be signed on its behalf by the
      undersigned, thereunto duly authorized.




CSI
                Business Finance, Inc.(Registrant)/s/
                Timothy J ConnollyTimothy
                J. Connolly
              Chief
                Executive OfficerDate:
                May 19, 2006





15