UNITED STATES
                       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 (DATE OF EARLIEST EVENT REPORTED): MARCH 15, 2005

                                  KNOBIAS, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                     000-33315               13-3968990
--------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)


                               875 Northpark Drive
                              Building 2, Suite 500
                               Ridgeland, MS 39157
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (601) 978-3399

                                   Copies to:
                             Gregory Sichenzia, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

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 (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On March 15, 2005, we entered into a Securities Purchase Agreement with
DCOFI Master Ltd. for the  issuance of $550,000 in Senior  Subordinated  Secured
Notes.  The Senior  Subordinated  Secured  Notes were issued in exchange for our
outstanding  12% Senior  Secured  Notes due June 15, 2005 issued to DCOFI Master
Ltd. In connection with execution of the Securities Purchase Agreement,  we also
issued  100,000  shares of our common stock to the investor and issued a warrant
to purchase 323,530 shares of our common stock.

         The Senior  Subordinated  Secured Notes bear interest at 12% per annum,
payable  monthly,  and mature on September 1, 2006. We have the option to prepay
the  principal,  and all  accrued  interest,  at any  time  prior to the date of
maturity. In the event that we prepay the Senior Subordinated Secured Notes, the
prepayment  amount  shall be 110% of the  principal  due,  plus all  accrued and
unpaid  interest.  In the event  that we do not repay  the  Senior  Subordinated
Secured Notes within two trading days of the maturity  date, we are obligated to
issue to the holders 100,000 shares of our common stock.

         The full  principal  amount of the Senior  Subordinated  Secured Notes,
plus a default  interest  rate of 20%, is due upon a default  under the terms of
the Senior  Subordinated  Secured  Notes.  In addition,  we granted the investor
registration  rights  and a second  priority  lien in  substantially  all of our
assets,  which security interest is junior to that granted to the holders of our
8% Secured Convertible Notes issued November 15, 2004.

         The warrants are exercisable until five years from the date of issuance
at a purchase price of $0.85 per share.  The investors may exercise the warrants
on a cashless  basis if the shares of common stock  underlying  the warrants are
not registered pursuant to an effective  registration  statement within one year
from  issuance.  In the event the investors  exercise the warrants on a cashless
basis, then we will not receive any proceeds. In addition, the exercise price of
the  warrants  will be  adjusted in the event we issue  common  stock at a price
below market,  with the exception of any securities issued as of the date of the
warrants or issued in  connection  with the  secured  convertible  notes  issued
pursuant to the Securities Purchase Agreement.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.

         See Item 1.01 above.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

         See Item 1.01 above.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

         Not applicable.

(b)      PRO FORMA FINANCIAL INFORMATION.

         Not applicable.

(c)      EXHIBITS.

EXHIBIT
NUMBER                                 DESCRIPTION
-------     --------------------------------------------------------------------

4.1         Securities Purchase Agreement, dated March 15, 2005, by and between
            Knobias, Inc. and DCOFI Master LDC.

4.2         Senior Subordinated Secured Note issued to DCOFI Master LDC, dated
            March 15, 2005.

4.3         Common Stock Purchase Warrant issued to DCOFI Master LDC, dated
            March 15, 2005.

4.4         Security Agreement, dated March 15, 2005, by and between Knobias,
            Inc. and DCOFI Master LDC.

4.5         Registration Rights Agreement, dated March 15, 2005, by and between
            Knobias, Inc. and DCOFI Master LDC.

<PAGE>

                                   SIGNATURES

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

                                                   KNOBIAS, INC.


Date: March 21, 2005                               /s/ E. KEY RAMSEY
                                                   ----------------------------
                                                   E. Key Ramsey
                                                   President
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UNITED STATES
                       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 (DATE OF EARLIEST EVENT REPORTED): MARCH 15, 2005

                                  KNOBIAS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                     000-33315               13-3968990
--------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)

                               875 Northpark Drive
                              Building 2, Suite 500
                               Ridgeland, MS 39157
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (601) 978-3399

                                   Copies to:
                             Gregory Sichenzia, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

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 (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] 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 15, 2005, we entered into a Securities Purchase Agreement with
DCOFI Master Ltd. for the  issuance of $550,000 in Senior  Subordinated  Secured
Notes.  The Senior  Subordinated  Secured  Notes were issued in exchange for our
outstanding  12% Senior  Secured  Notes due June 15, 2005 issued to DCOFI Master
Ltd. In connection with execution of the Securities Purchase Agreement,  we also
issued  100,000  shares of our common stock to the investor and issued a warrant
to purchase 323,530 shares of our common stock.

         The Senior  Subordinated  Secured Notes bear interest at 12% per annum,
payable  monthly,  and mature on September 1, 2006. We have the option to prepay
the  principal,  and all  accrued  interest,  at any  time  prior to the date of
maturity. In the event that we prepay the Senior Subordinated Secured Notes, the
prepayment  amount  shall be 110% of the  principal  due,  plus all  accrued and
unpaid  interest.  In the event  that we do not repay  the  Senior  Subordinated
Secured Notes within two trading days of the maturity  date, we are obligated to
issue to the holders 100,000 shares of our common stock.

         The full  principal  amount of the Senior  Subordinated  Secured Notes,
plus a default  interest  rate of 20%, is due upon a default  under the terms of
the Senior  Subordinated  Secured  Notes.  In addition,  we granted the investor
registration  rights  and a second  priority  lien in  substantially  all of our
assets,  which security interest is junior to that granted to the holders of our
8% Secured Convertible Notes issued November 15, 2004.

         The warrants are exercisable until five years from the date of issuance
at a purchase price of $0.85 per share.  The investors may exercise the warrants
on a cashless  basis if the shares of common stock  underlying  the warrants are
not registered pursuant to an effective  registration  statement within one year
from  issuance.  In the event the investors  exercise the warrants on a cashless
basis, then we will not receive any proceeds. In addition, the exercise price of
the  warrants  will be  adjusted in the event we issue  common  stock at a price
below market,  with the exception of any securities issued as of the date of the
warrants or issued in  connection  with the  secured  convertible  notes  issued
pursuant to the Securities Purchase Agreement.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.

         See Item 1.01 above.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

         See Item 1.01 above.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

         Not applicable.

(b)      PRO FORMA FINANCIAL INFORMATION.

         Not applicable.

(c)      EXHIBITS.

EXHIBIT
NUMBER                                 DESCRIPTION
-------     --------------------------------------------------------------------

4.1         Securities Purchase Agreement, dated March 15, 2005, by and between
            Knobias, Inc. and DCOFI Master LDC.

4.2         Senior Subordinated Secured Note issued to DCOFI Master LDC, dated
            March 15, 2005.

4.3         Common Stock Purchase Warrant issued to DCOFI Master LDC, dated
            March 15, 2005.

4.4         Security Agreement, dated March 15, 2005, by and between Knobias,
            Inc. and DCOFI Master LDC.

4.5         Registration Rights Agreement, dated March 15, 2005, by and between
            Knobias, Inc. and DCOFI Master LDC.
SIGNATURES

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

                                                   KNOBIAS, INC.

Date: March 21, 2005                               /s/ E. KEY RAMSEY
                                                   ----------------------------
                                                   E. Key Ramsey
                                                   President