** **

**SECURITIES AND EXCHANGECOMMISSION**

**WASHINGTON,D.C. 20549**

 

# **FORM 10-KSB/A**

 

**Amendment No. 1**

 

**ý****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 THE FISCAL YEAR ENDED DECEMBER 31, 2004**

 

**000-25523**

## ***CommissionFile Number***

 

# **PBS HOLDING, INC.**

 

# **(FORMERLY PRIMARY BUSINESS SYSTEMS INC)**

(Name of Small Business Issuerin Its Charter)

 
| **NEVADA**                               | ** ** | **86-0857752**                       |
|------------------------------------------|------------|--------------------------------------|
| (State or Other Jurisdiction of          |       | (I.R.S. Employer Identification No.) |
| Incorporation)                           |       |                                 |
|                                     |       |                                 |
| **433 Kitty Hawk Dr. Suite  226**        | ** ** | ** **                           |
| **Universal City, TX 78148**             | ** ** | **(210) 658-4675**                   |
| (Address of Principal Executive Offices) |       | (Issuer’s Telephone Number,     |
|                                     |       | Including Area Code)                 |

 

## ***Securitiesregistered under Section 12(b) of the Act: NONE***

 

Securities registered underSection 12(g) of the Act:

# ** **

# **COMMON STOCK, PAR VALUE $0.001 PER SHARE**

 

Check whether the issuer (1) filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934, as amended (the “Exchange Act”) during the past 12 months (or for suchshorter 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 ý No o

 

Check if there is no disclosure of delinquent filersin response to Item 405 of Regulation S-B contained in this form and nodisclosure will be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in PartIII of this Form 10-KSB or any amendment to this Form 10-KSB. ý

 

The issuer’s revenues for the fiscal year endedDecember 31, 2004 were $3,339,019.

 

The number of shares of Common Stock of the issueroutstanding as of December 31, 2004 was 86,278,297.

 

The aggregate market value of the registrant’s commonstock held by non-affiliates, based upon the average of the bid and askedprices $.01 on March 28, 2005,  was $71,820.00based upon 7,182,043 shares held by non affiliates.

 

# **DOCUMENTSINCORPORATED BY REFERENCE:**

## *** ***

## ***NONE***

 

 

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### **Note to Filing**

 

This Amendment No. 1 to Form 10-KSB has been filed to correct omissions which were contained in the Compensation chart in Item 10 for the compenstion of the ChiefExecutive Officer. In addition, we have also corrected the signature date on the signature of Amanda Sinclair and the certification of Exhibit32 to correct a typographical error in the reference date for the Form 10-KSB.

 

The name of the Registrant changed from Primary Business Systems, Inc. to PBS Holding, Inc.effective September 29, 2005.

 

**ITEM 10****.    EXECUTIVE COMPENSATION**

 

The following table sets forth executive compensationinformation as of December 31, 2004 with respect to each executive officerwhose total annual salary and bonus exceeded $100,000 or more:

 
| ** **                           | ** ** | ** **  | ** ** | ** **         | ** ** | ** **     | ** ** | **Long  Term Payouts**           |
|--------------------------------------|------------|-------------|------------|--------------------|------------|----------------|------------|----------------------------------|
| **Anual  compensation**              | ** ** | **Awards**  | ** ** | **Payouts  Other** |
| **a  Name and  principal  position** | ** ** | **b  Year** | ** ** | **c  Sallary**     | ** ** | **d  Bonuses** | ** ** | **e  Other annual compensation** | ** ** | **f  Restricted  Stock  awards** | ** ** | **g  Securities  underlying  options/  SAR’s #** | ** ** | **h  LTIP  Payout** | ** ** | **i  Other** |
| Patrick Matthews CEO                 |       | 2004        |       | 84,450             |       | 0              |       | 0                                |   | 0 |   | 0 |   | 0 |   | 0 |
| Patrick Matthews CEO                 |       | 2003        |       | 86,000             |       | 0              |       | 0                                |   | 0 |   | 0 |   | 0 |   | 0 |

 

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Mr. Matthewsjoined the company in November 2002. Prior managemnet including the former CEO prior to Mr. Matthews are nolonger with the company.

 

##### ***OPTION/SAR GRANTS IN LAST FISCAL YEAR***

 

There were nostock option grants to any executive officers granted during the year endedDecember 31, 2004.

 

**AGGREGATEDOPTION/SAR EXERCISES IN LAST FISCAL YEAR**

**ANDFY-END OPTION/SAR VALUES**

 
| **Name** | ** ** | **Share  Acquired  on  Exercise** | ** ** | **Value  Realized** | ** ** | **Number  of Securities  Underlying Unexercised  Options/SARs at  December 31, 2003  Exercisable/Unexercisable** | ** ** | **Value of  Unexercised In-  The-Money  Options/SARs At  December 31, 2003 Exercisable/Unexercisable** |
|----------|------------|-----------------------------------|------------|---------------------|------------|------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------|
| none     |       | None                              |       | None                |       | None                                                                                                             |       | None                                                                                                   |

 

### **EmploymentAgreements**

 

All our employeesare employeed “at will” there are no formal employment agreements inplace.  We do not have a writtenemployment agrement with our CEO, Rick Matthews. Mr. Matthews receives a basesallary of  $ 120,000 per year.  We have not paid any bounuses to ourexecutive officers, including Mr. Matthews, during the fiscal yera endedDecember 31, 2004.

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**SIGNATURES**

 

In accordance with Section 13 or 15(d) of the Exchange Act, theregistrant has caused this Amendment No. 1 to Form 10-KSB to be signed on its behalf by theundersigned, hereunto duly authorized.

 
|   | PBS Holding, Inc.                     |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | By:                                   | /s/ Patrick D Matthews |   |
|   | PATRICK D. MATTHEWS,                  |
|   | CHIEF EXECUTIVE OFFICER AND PRESIDENT |

 

Date: September 30, 2005

 

In accordance with the Exchange Act, this report has been signed belowby the following persons on behalf of the registrant and in the capacities andon the dates indicated.

 
| **Signature**                           | ** ** | **Capacity**                                                                                   | ** ** | **Date**           |
|-----------------------------------------|------------|------------------------------------------------------------------------------------------------|------------|--------------------|
|                                    |       |                                                                                           |       |               |
| /s/   Patrick D Matthews |       | Chairman of the Board, Chief Executive Officer and  President and Principal Accounting Officer |       | September 30, 2005 |
| Patrick D Matthews                      |       |                                                                                           |       |               |
|                                    |       |                                                                                           |       |               |
|                                    |       |                                                                                           |       |               |
| /s/   Amanda Sinclair    |       | Director, Executive Vice President, Secretary                                                  |       | September 30, 2005 |
| Amanda Sinclair                         |       |                                                                                           |       |               |
|                                    |       |                                                                                           |       |               |

 

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