UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~December~~ January 71, ~~2004~~2005

INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

South Carolina	0-24031	57-0910139
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)


1601 Shop Road, Suite E, Columbia, SC		29201

(Address of Principal Executive Offices)		(Zip Code)

(803) 736-5595

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 240.14-12)

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.

Integrated Business Systems and Services, Inc. (the “Registrant”) and ~~USM~~Elite ~~Systems~~Financial Communications Group, ~~Ltd.~~ LLC (“~~USMS~~Elite”) have entered into a ~~Limited~~Service ~~License~~ Agreement, dated ~~as of December~~January 71, ~~2004~~ 2005 (the “Agreement”). Pursuant to the Agreement, ~~USMS~~the Registrant has ~~granted~~engaged Elite as an independent contractor to review and analyze various aspects of the Registrant’s agoals ~~limited~~and ~~right,~~make recommendations ~~license~~regarding feasibility and ~~privilege~~achievement (of the ~~“License”)~~desired togoals. ~~utilize~~These inservices ~~North~~include, ~~America certain specified intellectual~~without ~~property~~limitation, ~~rights~~ (~~the “Rights”~~a) providing inthe ~~connection~~Registrant with ~~the~~exposure ~~Registrant~~to Elite’s ~~asset~~network ~~and~~of ~~personnel~~firms ~~tracking product~~ and ~~other~~brokers, ~~application~~(b) assisting ~~software~~with ~~and~~calls ~~components~~from asinvestors, ~~may~~shareholders beand ~~approved~~brokers byinquiring ~~USMS.~~about ~~The~~the ~~USMS~~Company, ~~“event~~(c) ~~driven”~~featuring ~~patents~~the ~~encompass~~Registrant ~~the~~on ~~collection~~Elite’s ofweb ~~data~~site, ~~through~~(d) assisting the ~~use~~Registrant ofwith ~~various~~press ~~media,~~releases ~~including Radio~~and ~~Frequency~~quarterly ~~Identification~~communications regarding financial results, (~~RFID~~e) ~~technology,~~acting as ~~when~~the ~~utilized~~Registrant’s ~~for asset tracking~~publicist, ~~location~~ and ~~management~~ ~~control~~(f) ~~solutions~~related services.

The ~~License~~term ~~commenced on December 7, 2004 and continues from year to year for the duration~~ of ~~the~~ ~~Rights, unless sooner terminated in accordance with~~ the Agreement. ~~The~~is ~~Agreement provides that the License may be terminated by USMS if the Registrant breaches its obligations under the Agreement~~12 months, ~~including~~ending ~~certain manufacturing and distribution obligations, and fails to cure any such breach within 30~~December ~~days. In addition~~31, ~~the Registrant may terminate the Agreement by notifying USMS 90 days prior to the expiration of any subsequent annual period~~2005.

The ~~Registrant~~Agreement ~~has~~provides ~~agreed~~that tothe ~~pay~~Registrant towill ~~USMS~~pay aElite ~~minimum annual license fee in the amount of~~ $105,000. ~~The~~per ~~license~~month. ~~fee~~In ~~is payable (a) by cash or check~~addition, ~~(ii) in kind (which may include, but is~~the ~~not~~Registrant ~~limited~~has ~~to,~~agreed ~~providing services~~ to ~~USMS),~~reimburse orElite ~~(iii) some~~for ~~combination~~all ofreasonable ~~cash~~costs and ~~in-kind~~expenses ~~payment, as~~incurred ~~determined~~ by ~~the~~Elite and ~~Registrant.~~its ~~However~~directors, ~~the~~officers, ~~minimum~~employees ~~annual~~and ~~license~~agents, ~~fee~~in ~~shall~~carrying beout ~~credited~~its ~~against the~~duties ~~Registrant’s~~under ~~purchases~~the ~~from~~Agreement and ~~USMS~~which ~~for~~have ~~amounts~~been ~~over~~pre-approved ~~$100,000~~by ~~per~~the ~~year, subject to certain conditions~~Registrant.

InAlso ~~addition~~pursuant to the ~~forgoing provisions~~Agreement, the ~~Agreement~~Registrant ~~contains~~granted ~~customary~~Elite ~~provisions~~a ~~regarding the~~warrant ~~protection~~to bypurchase ~~the~~up ~~Registrant~~to 200,000 shares of the ~~Rights,~~common ~~indemnification~~stock byof the Registrant ~~of USMS and by USMS of~~ (the ~~Registrant~~“Elite ~~and~~Warrant”), ~~similar~~exercisable ~~matters.~~as follows:

(i) 50,000 shares exercisable at $.10 per share, beginning immediately;

(ii) 50,000 shares exercisable at $.15 per share, beginning on April 2, 2005;

(iii) 50,000 shares exercisable at $.20 per share, beginning on July 1, 2005; and

(iv) 50,000 shares exercisable at $.25 per share, beginning on September 29, 2005.

The Registrant also granted Elite “piggyback” registration rights, whereby the shares of common stock underlying the Elite Warrant will be registered by the Registrant under the Securities Act of 1933, as amended (the “Securities Act”), for resale by Elite on the first applicable registration statement filed by the Registrant with the Securities and Exchange Commission (the “SEC”) following January 1, 2005. The Elite Warrant expires 24 months from the date that such registration statement is declared effective by the SEC.

The Agreement is substantially similar to the Services Agreement between the Registrant and Elite, dated October 28, 2003, which terminated in accordance with its terms on October 28, 2004.

~~SIGNATURES~~ Item 3.02. Unregistered Sales of Equity Securities.

Pursuant to the ~~requirements~~Service ofAgreement, ~~the~~dated ~~Securities~~January 1, ~~Exchange~~2005, ~~Act~~entered ofinto ~~1934~~between the Registrant and Elite, the ~~registrant~~Registrant ~~has~~granted ~~duly caused~~Elite ~~this~~a ~~report~~warrant to bepurchase ~~signed~~up onto ~~its~~200,000 ~~behalf~~shares of the Registrant’s common stock. The terms of the Elite Warrant and the consideration received by the Registrant ~~undersigned~~are ~~hereunto~~set ~~duly~~forth ~~authorized~~in Item 1.01 of this Current Report on Form 8-K.

	INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC. (Registrant)
Date: December 13, 2004	By:	/s/ George E. Mendenhall
		George E. Mendenhall
		Chief Executive Officer

The Elite Warrant and the underlying shares of common stock (the “Securities”) were issued to Elite pursuant to the exemption from registration set forth in Section 4(2) of the Securities Act of 1933. The Securities were offered only to Elite, and the Registrant did not engage in any general solicitation or advertising in connection with such offering. Furthermore, the Registrant understands, based on its inquiry and ongoing business relationship with Elite, that Elite routinely makes these types of investments in the ordinary course of its business, is a “sophisticated” investor, and is purchasing the Securities for itself with investment intent (and not with a view to resell the Securities). The Securities will contain a legend stating that the Securities have not been registered under the Securities Act and setting forth the restrictions on transferability and sale of the Securities.

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.


	INTEGRATED BUSINESS SYSTEMS
	AND SERVICES, INC.
	(Registrant)

Date: January 7, 2005	By:	/s/ George E. Mendenhall

		George E. Mendenhall
		Chief Executive Officer

Filing Compare · INTEGRATED BUSINESS SYSTEMS & SERVICES INC