~~Securities~~UNITED ~~and~~STATES SECURITIES ~~Exchange~~AND ~~Commission~~EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

~~Form~~FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR or 15 (d) ~~of Securities~~OF ~~Exchange~~THE ~~Act~~SECURITIES ofEXCHANGE ACT OF 1934

~~Date~~DATE ofOF ~~Report~~REPORT (~~Date~~DATE ofOF ~~earliest~~EARLIEST ~~event~~EVENT ~~reported~~REPORTED): ~~July~~August 2631, 2005

Primary Business Systems, Inc.

(Exact name of registrant as specified in its charter)

Nevada		86-0857752
(State or other jurisdiction of Jurisdiction)	(Commission File No.)	(IRS Employer Identification Number)
433 Kitty Hawk Dr., Suite 226, Universal City, Texas		78148
(Address of principal executive offices)		(Postal Code)
Registrant’s telephone number, including area code: 210-658-4675
(Former name or former address, if changed since last report.)

COMMISSION FILE NUMBER:

Nevada		86-0857752
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

433 Kitty Hawk Dr., Suite 226,

Universal City, Texas78148

(Address and zip code of principal executive offices)

(210) 658-4675

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

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 1.02~~ SECTION ~~Termination~~3 ~~of a~~– ~~Material~~SECURITIES ~~Definitive~~AND ~~Agreement~~TRADING MARKETS

~~Primary~~Item ~~Business Systems, Inc~~3.~~, a~~03 ~~Nevada~~Material ~~corporation~~Modification ~~(“Primary Business” or the “Company”), had previously announced, on Form 8-k dated January 31, 2005, that it had entered into a Settlement Agreement , dated as~~ of ~~January 31,~~Rights 2005 with several parties to resolve outstanding claims, judgements and existing litigation. The Company also previously filed with the Securities and Exchange Commission and distributed to its shareholders of ~~record~~Security ~~as of April 22, 2005 an Information Statement regarding the proposed transaction~~Holders.

As aset ~~result~~forth ofin the ~~failure~~ byPreliminary ~~the~~Information ~~other~~Statement ~~parties~~on toSchedule 14C ~~the~~filed ~~Settlement~~by ~~Agreement~~Primary toBusiness ~~adhere~~Systems, Inc. to (the ~~terms thereof~~“Registrant”) ~~and~~with ~~to perform their obligations thereunder,~~ the ~~Company~~Securities ~~has declared a default~~ and ~~terminated~~Exchange ~~the~~Commission ~~Settlement~~(“SEC”) ~~Agreement. The~~on ~~Company~~August 31, ~~has~~2005, ~~been~~the ~~unable~~Board ~~to reach any~~ of ~~the~~ ~~other~~Directors ~~parties to~~ (the ~~Settlement~~“Board”) ~~Agreement~~of ~~despite~~Registrant ~~delivering~~approved ~~several~~the ~~demand and~~following ~~notice of default letters.~~ actions:

(i) The ~~Settlement Agreement would have, if consummated, result in a~~ change of ~~control~~Registrant’s ofname ~~the Company and a distribution of the significant business assets of the Company~~ to ~~Patrick Matthews~~PBS ~~and his family (the “Mathews Family”). In effect~~Holding, ~~the terms and conditions of the Settlement Agreement would have “unwound” the transactions entered into by the Company and a former majority shareholder, Pine Services,~~ Inc. ~~consummated with the Matthews Family in November 2002. Prior to these transaction~~, ~~the Company had no significant operations.~~ and

As(ii) 1-for-8 areverse ~~result~~stock ofsplit ~~termination~~ of ~~the~~Registrant’s ~~Settlement~~common Agreement, there will be no change in control of the Company, Patrick Matthews will remain as Chairman and Chief Executive Officer of the Company, and the remaining officers and directors of the Company will remain in their positionsstock. ~~The Company will continue with its present operations as existing prior to the Settlement Agreement.~~

~~Item~~The 9Registrant’s Board of Directors, and shareholders holding an aggregate of 91.~~01. Financial Statement~~67% of the Registrant’s total combined voting power, approved the foregoing actions on August 25, 2005 and ~~Exhibits~~August 29, 2005 respectively.

~~None~~In connection with the Reverse Split, fractional shares will not be issued and holders of such fractional shares will receive cash in lieu of such fractional share(s). Furthermore, as a result of the Reverse Split, the number of record holders of the Registrant’s common stock will be reduced from 183 to approximately 53 record holders.

~~Pursuant to~~A least ten (10) days after the ~~requirements~~filing of the ~~Securities~~Preliminary ~~Exchange~~Information ~~Act~~Statement ofand ~~1934~~barring comments from the SEC, the ~~registrant~~Registrant ~~has duly~~shall ~~caused~~cause ~~this~~a ~~Report~~Definitive onInformation ~~Form 8-K~~Statement describing the Name Change and the Reverse Split to be ~~signed~~(i) mailed onto ~~its~~the ~~behalf~~Registrant’s by stockholders and (ii) filed with the ~~undersigned~~SEC, ~~hereunto~~and ~~duly~~such ~~authorized~~matters shall not become effective until approximately twenty (20) calendar days after the Definitive Information Statement is first sent or given to stockholders.

	Primary Business Systems, Inc.
July 26, 2005
	/s/Patrick D. Matthews
	Name: Patrick D. Matthews
	Title: Chairman and President

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02b Resignation of Director.

Effective September 1, 2005, Connie Matthews, a member of the board of directors (the “Board”) of the Registrant resigned from the Board for personal reasons. Ms. Matthews resignation from the Board was not the result of a disagreement with the Registrant.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed herewith:

NONE

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 2, 2005	Primary Business Systems, Inc.
	(Registrant)

	By	/s/ Patrick D. Matthews
	Patrick D. Matthews, President

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