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

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

                         Date of Report: August 30, 2005


                            Health Express USA, 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.)


      1761 West Hillsboro Blvd., Suite 203
             Deerfield Beach, Florida                         33442
             ------------------------                         -----
    (Address of principal executive offices)                (Zip code)


       Registrant's telephone number, including area code: (954) 570-5900

<PAGE>

Item 2.01 Completion of Acquisition or Disposition of Assets

      On August 25, 2005,  Health  Express USA, Inc.  (the  "Company" or "Health
Express") completed the closing of the Share Exchange Agreement, entered into on
June 17, 2005,  by and among the Company,  CSI Business  Finance,  Inc., a Texas
corporation,  ("CSI")  and the  shareholders  of CSI (the  "CSI  Shareholders").
Pursuant to the Share Exchange Agreement, no share exchange contemplated therein
could  occur  until the  Company's  shareholders  voted on the  transaction.  In
connection  with the Share  Exchange  Agreement,  the Company filed a Definitive
Information Statement with the U.S. Securities and Exchange Commission on August
5, 2005,  stating  that the  required  number of  shareholders  had approved the
transaction.  Upon the effectiveness of the Definitive Information Statement, on
August 25, 2005,  the CSI  Shareholders  exchanged  with,  and 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, of
the  Company.  Each  share of the Health  Express  Series A  Preferred  Stock is
convertible  into  19,500  shares  of  common  stock  of the  Company.  The  CSI
Shareholders  transferred  and  exchanged  the CSI  Common  Stock for the Health
Express Series A Preferred Stock so that effectively after the conversion of the
preferred stock,  shares of common stock issued upon conversion of the preferred
stock shall equal 97.5% of the issued and outstanding  shares of common stock of
Health Express.  As a result of the exchange,  the CSI Shareholders will convert
their  Convertible  Preferred Stock,  Series A for  1,950,000,000  shares of the
Company's common stock  effectively  transferring  control and a 97.5% ownership
interest and CSI will become a wholly-owned subsidiary of the Company.

Item 3.02 Unregistered Sales of Equity Securities

      In connection with the  consummation of the  transactions  contemplated by
the Share  Exchange  Agreement,  the Company  issued  100,000 shares of Series A
Convertible Preferred Stock pursuant to which the CSI Shareholders shall convert
the 100,000  shares of the Series A Preferred  Stock into shares of common stock
of the Company. Upon conversion,  the Company shall issue 1,950,00,000 shares of
the Company's common stock to the CSI Shareholders.

Item 5.01 Changes in the Control of the Registrant

      On August 25, 2005, the two directors of Health Express, Mr. Douglas Baker
and Mr. Marco D'Alonzo, resigned as directors and officers of the Company. Their
resignations  will be  effective  upon the  filing and the  effectiveness  of an
Information  Statement on Schedule 14F-1,  which the Company filed with the U.S.
Securities and Exchange Commission on August 30, 2005.

      Pursuant  to the Share  Exchange  Agreement,  upon the  completion  of the
transactions  contemplated  thereunder,  Timothy J.  Connolly was  designated as
Director to the Company's  Board of Directors.  Mr.  Connolly's  designation was
disclosed  in the  Information  Statement on Schedule  14F-1,  which the Company
filed with the U.S.  Securities and Exchange Commission on August 30, 2005. Upon
the  effectiveness  of the Information  Statement on Schedule 14F-1,  Timothy J.
Connolly will become the sole member of the Board of Directors. As a result, the
Company will have experienced a change in control.

Item 5.02 Departure of Directors or Principal  Officers,  Election of Directors;
          Appointment of Principal Officers

      On August 25, 2005, Mr. Douglas Baker resigned as Chief Executive Officer,
Principal  Accounting  Officer  and  Director  of Health  Express.  Mr.  Baker's
resignation  will become  effective upon the  effectiveness  of the  Information
Statement  that  the  Company  filed  with  the  U.S.  Securities  and  Exchange
Commission on August 30, 2005.


                                      -2-
<PAGE>

      On August  25,  2005,  Mr.  Marco  D'Alonzo  resigned  as Chief  Operating
Officer,  Secretary and Director of Health Express. Mr. Baker's resignation will
become effective upon the  effectiveness  of the Information  Statement that the
Company  filed with the U.S.  Securities  and Exchange  Commission on August 30,
2005.

      Pursuant  to the Share  Exchange  Agreement,  upon the  completion  of the
transaction  contemplated  thereunder,  Timothy J.  Connolly was  designated  as
Director to the Company's Board of Directors.  Mr. Connolly's designation to the
Board of Directors,  and further details  regarding  matters  pertaining to this
Item 5.02, were disclosed in the Information  Statement on Schedule 14F-1, which
the Company filed with the U.S. Securities and Exchange Commission on August 30,
2005.

Item 5.03 Amendments to Articles of incorporation  and Bylaws;  Change in Fiscal
          Year

      On August 29,  2005,  the  Company  filed  Articles  of  Amendment  to the
Articles of  Incorporation  of the Company  with the  Secretary  of State of the
State of Florida to effect the corporate  name change from "Health  Express USA,
Inc." to "CSI Business  Finance,  Inc." and to increase the number of authorized
common  stock,   par  value  $0.001  per  share,   from  50,000,000   shares  to
5,000,000,000  shares. These actions were ratified by the shareholders of Health
Express as described in the  Definitive  Information  Statement  filed by Health
Express with the U.S. Securities and Exchange Commission on August 5, 2005.

      On August 29, 2005, the Company filed the  Certificate of  Designations to
the  Articles  of  Incorporation  with the  Secretary  of State of the  State of
Florida,  setting forth the rights and  designations of the Series A Convertible
Preferred Stock.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
Exhibit             Description
------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                   <C>
Exhibit 3.1         Articles of Amendment to the Articles of Incorporation of the         Provided herein.
                    Health Express USA, Inc.

Exhibit 3.2         Certificate of Designation of the Series A Convertible Preferred      Provided herein.
                    Stock of Health Express USA, Inc.

Exhibit 99.1        Share Exchange Agreement, dated June 17, 2005, by and among the       Incorporated by reference as
                    Health Express USA, Inc., CSI Business Finance, Inc. and the          Exhibit 99.1 to Form 8-K filed
                    shareholders of CSI Business Finance, Inc.                            on June 21, 2005.

Exhibit 99.2        Amendment No. 1 to the Share Exchange Agreement, dated August 5,      Provided herein.
                    2005, by and among the Health Express USA, Inc., CSI Business
                    Finance, Inc. and the shareholders of CSI Business Finance, Inc.
</TABLE>


                                      -3-
<PAGE>

                                   SIGNATURES

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

                                      HEALTH EXPRESS USA, INC.


Date: August 30, 2005                 By: /s/ Douglas Baker
                                          --------------------------------------
                                          Name: Douglas Baker
                                          Its:  Chief Executive Officer


                                      -4-
{"company-data": {"conformed-name": "HEALTH EXPRESS USA INC", "cik": "0001070050", "assigned-sic": "5812", "irs-number": "650847995", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27569", "film-number": "051059550"}, "business-address": {"street1": "1761 WEST HILLSBORO BLVD", "street2": "SUITE 203", "city": "DEERFIELD BEACH", "state": "FL", "zip": "33442", "phone": "954-570-5900"}, "mail-address": {"street1": "1761 WEST HILLSBORO BLVD", "street2": "SUITE 203", "city": "DEERFIELD BEACH", "state": "FL", "zip": "33442"}}
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

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

                         Date of Report: August 30, 2005

                            Health Express USA, 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.)

      1761 West Hillsboro Blvd., Suite 203
             Deerfield Beach, Florida                         33442
             ------------------------                         -----
    (Address of principal executive offices)                (Zip code)

       Registrant's telephone number, including area code: (954) 570-5900
Item 2.01 Completion of Acquisition or Disposition of Assets

      On August 25, 2005,  Health  Express USA, Inc.  (the  "Company" or "Health
Express") completed the closing of the Share Exchange Agreement, entered into on
June 17, 2005,  by and among the Company,  CSI Business  Finance,  Inc., a Texas
corporation,  ("CSI")  and the  shareholders  of CSI (the  "CSI  Shareholders").
Pursuant to the Share Exchange Agreement, no share exchange contemplated therein
could  occur  until the  Company's  shareholders  voted on the  transaction.  In
connection  with the Share  Exchange  Agreement,  the Company filed a Definitive
Information Statement with the U.S. Securities and Exchange Commission on August
5, 2005,  stating  that the  required  number of  shareholders  had approved the
transaction.  Upon the effectiveness of the Definitive Information Statement, on
August 25, 2005,  the CSI  Shareholders  exchanged  with,  and 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, of
the  Company.  Each  share of the Health  Express  Series A  Preferred  Stock is
convertible  into  19,500  shares  of  common  stock  of the  Company.  The  CSI
Shareholders  transferred  and  exchanged  the CSI  Common  Stock for the Health
Express Series A Preferred Stock so that effectively after the conversion of the
preferred stock,  shares of common stock issued upon conversion of the preferred
stock shall equal 97.5% of the issued and outstanding  shares of common stock of
Health Express.  As a result of the exchange,  the CSI Shareholders will convert
their  Convertible  Preferred Stock,  Series A for  1,950,000,000  shares of the
Company's common stock  effectively  transferring  control and a 97.5% ownership
interest and CSI will become a wholly-owned subsidiary of the Company.

Item 3.02 Unregistered Sales of Equity Securities

      In connection with the  consummation of the  transactions  contemplated by
the Share  Exchange  Agreement,  the Company  issued  100,000 shares of Series A
Convertible Preferred Stock pursuant to which the CSI Shareholders shall convert
the 100,000  shares of the Series A Preferred  Stock into shares of common stock
of the Company. Upon conversion,  the Company shall issue 1,950,00,000 shares of
the Company's common stock to the CSI Shareholders.

Item 5.01 Changes in the Control of the Registrant

      On August 25, 2005, the two directors of Health Express, Mr. Douglas Baker
and Mr. Marco D'Alonzo, resigned as directors and officers of the Company. Their
resignations  will be  effective  upon the  filing and the  effectiveness  of an
Information  Statement on Schedule 14F-1,  which the Company filed with the U.S.
Securities and Exchange Commission on August 30, 2005.

      Pursuant  to the Share  Exchange  Agreement,  upon the  completion  of the
transactions  contemplated  thereunder,  Timothy J.  Connolly was  designated as
Director to the Company's  Board of Directors.  Mr.  Connolly's  designation was
disclosed  in the  Information  Statement on Schedule  14F-1,  which the Company
filed with the U.S.  Securities and Exchange Commission on August 30, 2005. Upon
the  effectiveness  of the Information  Statement on Schedule 14F-1,  Timothy J.
Connolly will become the sole member of the Board of Directors. As a result, the
Company will have experienced a change in control.

Item 5.02 Departure of Directors or Principal  Officers,  Election of Directors;
          Appointment of Principal Officers

      On August 25, 2005, Mr. Douglas Baker resigned as Chief Executive Officer,
Principal  Accounting  Officer  and  Director  of Health  Express.  Mr.  Baker's
resignation  will become  effective upon the  effectiveness  of the  Information
Statement  that  the  Company  filed  with  the  U.S.  Securities  and  Exchange
Commission on August 30, 2005.

                                      -2-
On August  25,  2005,  Mr.  Marco  D'Alonzo  resigned  as Chief  Operating
Officer,  Secretary and Director of Health Express. Mr. Baker's resignation will
become effective upon the  effectiveness  of the Information  Statement that the
Company  filed with the U.S.  Securities  and Exchange  Commission on August 30,
2005.

      Pursuant  to the Share  Exchange  Agreement,  upon the  completion  of the
transaction  contemplated  thereunder,  Timothy J.  Connolly was  designated  as
Director to the Company's Board of Directors.  Mr. Connolly's designation to the
Board of Directors,  and further details  regarding  matters  pertaining to this
Item 5.02, were disclosed in the Information  Statement on Schedule 14F-1, which
the Company filed with the U.S. Securities and Exchange Commission on August 30,
2005.

Item 5.03 Amendments to Articles of incorporation  and Bylaws;  Change in Fiscal
          Year

      On August 29,  2005,  the  Company  filed  Articles  of  Amendment  to the
Articles of  Incorporation  of the Company  with the  Secretary  of State of the
State of Florida to effect the corporate  name change from "Health  Express USA,
Inc." to "CSI Business  Finance,  Inc." and to increase the number of authorized
common  stock,   par  value  $0.001  per  share,   from  50,000,000   shares  to
5,000,000,000  shares. These actions were ratified by the shareholders of Health
Express as described in the  Definitive  Information  Statement  filed by Health
Express with the U.S. Securities and Exchange Commission on August 5, 2005.

      On August 29, 2005, the Company filed the  Certificate of  Designations to
the  Articles  of  Incorporation  with the  Secretary  of State of the  State of
Florida,  setting forth the rights and  designations of the Series A Convertible
Preferred Stock.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits
------------------------------------------------------------------------------------------------------------------------
Exhibit             Description
------------------------------------------------------------------------------------------------------------------------
Exhibit 3.1         Articles of Amendment to the Articles of Incorporation of the         Provided herein.
                    Health Express USA, Inc.

Exhibit 3.2         Certificate of Designation of the Series A Convertible Preferred      Provided herein.
                    Stock of Health Express USA, Inc.

Exhibit 99.1        Share Exchange Agreement, dated June 17, 2005, by and among the       Incorporated by reference as
                    Health Express USA, Inc., CSI Business Finance, Inc. and the          Exhibit 99.1 to Form 8-K filed
                    shareholders of CSI Business Finance, Inc.                            on June 21, 2005.

Exhibit 99.2        Amendment No. 1 to the Share Exchange Agreement, dated August 5,      Provided herein.
                    2005, by and among the Health Express USA, Inc., CSI Business
                    Finance, Inc. and the shareholders of CSI Business Finance, Inc.
-3-
SIGNATURES

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

                                      HEALTH EXPRESS USA, INC.

Date: August 30, 2005                 By: /s/ Douglas Baker
                                          --------------------------------------
                                          Name: Douglas Baker
                                          Its:  Chief Executive Officer

                                      -4-