Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the

SECURITIES EXCHANGE ACT OF 1934

March 22, 2006

CSI BUSINESS FINANCE, INC.

(Exact Name of Registrant as Specified in Charter)

Florida	02-27569	65-0847995
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

109 North Post Oak Lane, Suite 422, Houston, Texas		77024
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code:		(713) 621-2737

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

o Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into A Material Definitive Agreement.

On March 22, 2006, CSI Business Finance, Inc., a Florida corporation (the “Company”), on behalf of itself and as agent for Cornell Capital Partners, LP (“Cornell”), a New Jersey limited partnership, entered into that certain Agreement With Respect To Obligations In Lieu of Foreclosure (the “Agreement”) with Bio-One Corporation (“Bio-One” and together with the Company, the “Parties”), a Nevada corporation. This Agreement supersedes, integrates, and cancels any and all prior agreements by and between the Parties as to the subject matter in the Agreement, including, but not limited to, that certain Agreement With Respect to Obligations, dated March 10, 2006, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the U.S. Securities and Exchange Commission on March 17, 2006.

Prior to entering into the Agreement, Bio-One defaulted under (a) that certain Securities Purchase Agreement (the “Purchase Agreement”), dated March 29, 2004, with Cornell, (b) that certain promissory note, dated October 21, 2004, in the original principal amount of $200,000 issued to Cornell (“Note One”), (c) that certain promissory note, dated November 18, 2004, in the original principal amount of $300,000 issued to Cornell (“Note Two”), (d) that certain secured debenture, dated March 26, 2004, in the original principal amount of $15,000,000 issued to Cornell pursuant to the Purchase Agreement (the “Debenture”) and (e) that certain amended and restated unsecured promissory note, dated as of September 9, 2005, in the principal amount of $600,000 issued to the Company (the “CSI Note”, and together with the Purchase Agreement, Note One, Note Two and the Debenture, the “Debt Instruments”). Note One, Note Two and $8,500,000 of the amounts outstanding under the Debenture (the “CSI Portion”), along with the rights of Cornell under the Purchase Agreement relating to the CSI Portion have been transferred and assigned by Cornell to the Company.

Pursuant to the Agreement, a copy of which is attached hereto as Exhibit 10.1, Bio-One duly transferred and assigned to the Company (i) all of the Class A common shares (the “INII Stock”) of Bio-One’s subsidiary, Interactive Nutrition International, Inc., an Ontario, Canada corporation (“INII”), (ii) the proceeds from the liquidation of Bio-One’s fifty-one percent (51%) interest in Weifang Shengtai Pharmaceuticals Co., Ltd., a company organized under the laws of the People’s Republic of China (the “WSP Interest”) and (iii) all amounts owed by INII to Bio-One together with certain Claims (as such term is defined in that certain Assignment of Claims, dated March 22, 2006, by and between the Parties and attached hereto as Exhibit 10.2) in favor of Bio-One in connection with the acquisition of INII by Bio-One, in exchange for (A) the forgiveness by the Company and Cornell of all of Bio-One’s obligations under the Debt Instruments and (B) the payment by CSI, in its own capacity and as agent for Cornell, to Bio-One of a sum equal to Fifteen Thousand Dollars ($15,000) to cover certain expenses incurred by Bio-One. The obligations of Bio-One to Cornell had been secured by (a) the INII Stock pursuant to that certain Pledge Agreement, dated April 2005, by and between Bio-One and Cornell and (b) the WSP Interest pursuant to that certain Security Agreement, dated April 1, 2004, by and between Bio-One and Cornell.

Item 9.01. Financial Statements And Exhibits

(a) Not Applicable

(b) Not Applicable

EXHIBIT	DESCRIPTION	LOCATION
Exhibit 10.1	Agreement With Respect To Obligations In Lieu of Foreclosure, dated March 22, 2006, by and between Bio-One Corporation and CSI Business Finance, Inc., on behalf of itself and as agent for Cornell Capital Partners, LP	Provided herewith
Exhibit 10.2	Assignment of Claims, dated March 22, 2006, by and between Bio-One Corporation and CSI Business Finance, Inc.	Provided herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	CSI BUSINESS FINANCE, INC.

Date: March 24, 2006	By:	/s/ Timothy J. Connolly
		Name: Timothy J. Connolly
		Title: Chief Executive Officer