**UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.  20549FORM 10-QSB**

| (Mark one)                                                                                                                                                            |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| [X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934                                                                      |
|                                                                                                                                    |
| For the quarterly period ended September 30, 2004                                                                                                                     |
|                                                                                                                                    |
| [   ]  Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934                                              |
|                                                                                                                                    |
| For the transition period from ___________ to ____________                                                                                                            |
|                                                                                                                                    |
| Commission File Number:  000-49745                                                                                                                               |
|                                                                                                                                    |
| **RIVERBEND TELECOM, INC.** (Exact Name of Small Business Issuer as Specified in its Charter)                                                                         |
|                                                                                                                                    |
| **Nevada** (State or Other Jurisdiction of Incorporation or Organization)                                                                                             | **91-2150635** (IRS Employer Identification No.) |
|                                                                                                                                    |
| **826 Barracks Street New Orleans, Louisiana 70116** (Address of Principal Executive Offices)                                                                         | **(504) 524-2433** (Issuer’s Telephone Number) |
|                                                                                                                                    |
| __________________________________________________________________________________ (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) |

       Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    X      No        

**APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGSDURING THE PRECEDING FIVE YEARS**

       Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a planconfirmed by a court.

Yes ____  No ____

**APPLICABLE ONLY TO CORPORATE ISSUERS**

       State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  2,046,667 shares as of November 10,2004

       Transitional Small Business Disclosure Format (check one):

Yes           No    X   

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**RIVERBEND TELECOM, INC.FORM 10-QSBSeptember 30, 2004**

****

**INDEX**
| **Part I – Financial Information** | **Page**                                                                                                                                                                                           |
|------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |                                                                                                                                                                                                    |  |
| Item 1.                                  | Condensed Financial Statements                                                                                                                                                                     |  |
|                 |                                                                                                                                                                                                    |  |
|                                          | Condensed Balance Sheets                                                                                                                                                                           | 3 |
|                 |                                                                                                                                                                                                    |  |
|                                          | Condensed Statements of Operations – Three Months and Nine Months Ended September 30, 2004 and 2003 and for the Period August 21, 2001 (inception) through September 30, 2004 | 4 |
|                 |                                                                                                                                                                                                    |  |
|                                          | Condensed Statements of Cash Flows – Nine Months Ended September 30, 2004 and 2003 and for the Period August 21, 2001 (inception) through September 30, 2004                  | 5 |
|                 |                                                                                                                                                                                                    |  |
|                                          | Notes to Condensed Financial Statements                                                                                                                                                            | 6 - 7 |
|                 |                                                                                                                                                                                                    |  |
| Item 2.                                  | Management’s Discussion and Analysis or Plan of Operation                                                                                                                                    | 8 |
|                 |                                                                                                                                                                                                    |  |
| Item 3.                                  | Controls and Procedures                                                                                                                                                                            | 12 |
|                 |                                                                                                                                                                                                    |  |
|                 |                                                                                                                                                                                                    |  |
| **Part II – Other Information**    |                                                                                                                                                                                                    |
|                 |                                                                                                                                                                                                    |  |
| Item 1.                                  | Legal Proceedings                                                                                                                                                                                  | 13 |
|                 |                                                                                                                                                                                                    |  |
| Item 2.                                  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                                        | 13 |
|                 |                                                                                                                                                                                                    |  |
| Item 3.                                  | Defaults Upon Senior Securities                                                                                                                                                                    | 13 |
|                 |                                                                                                                                                                                                    |  |
| Item 4.                                  | Submission of Matters to a Vote of Security Holders                                                                                                                                                | 13 |
|                 |                                                                                                                                                                                                    |  |
| Item 5.                                  | Other Information                                                                                                                                                                                  | 13 |
|                 |                                                                                                                                                                                                    |  |
| Item 6.                                  | Exhibits                                                                                                                                                                                           | 13 |
|                 |                                                                                                                                                                                                    |  |
|                                          | Signatures                                                                                                                                                                                         | 14 |

-2-

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**PART I.          FINANCIAL INFORMATION**

**ITEM 1.  FINANCIAL STATEMENTS**

| **RIVERBEND TELECOM, INC.(A DEVELOPMENT STAGE COMPANY) CONDENSED BALANCE SHEETS** |
|-----------------------------------------------------------------------------------|

| **ASSETS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | **September 30, 2004 Unaudited** |  | **   ** | **December 31, 2003 Note 1** |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |  |
|                                                                                            |  |                                |   |  |  |                                |   |
| Current Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |  |  |  |  |  |
|    Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | $ | 24,433 |  |  | $ | 36,080 |  |
|    Accrued phone commissions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 6,022 |  |  |  | 20,500 |  |
|    Receivable – real estate commissions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 962 |  |  |  | 906 |  |
|    Due from United Check Services, LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | 25,000 |  |  |  | - |  |
|    Inventory                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 91 |  |  |  | 91 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |
|                Total Current Assets                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 56,508 |  |  |  | 57,577 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |  |  |  |  |  |
| Receivable – real estate commissions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 13,750 |  |  |  | 14,414 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |
|                Total Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                       | $ | 70,258 |  |  | $ | 71,991 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |  |  |  |  |  |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |   |  |  |  |   |
| Current Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  |  |  |  |  |  |
|    Accounts Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | $ | 58,453 |  |  | $ | 13,525 |  |
|    Accrued Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | 2,233 |  |  |  | 11,306 |  |
|    Note Payable to Stockholder                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 5,000 |  |  |  | 5,000 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 65,686 |  |  |  | 29,831 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |
| Stockholders’ Equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |  |  |  |  |  |  |
|    Common Stock; $.001 par value; 10,000,000       shares authorized; 2,046,667 issued                                                                                                                                                                                                                                                                                                                                                                                                                          |  | 2,047 |  |  |  | 2,047 |  |
|    Additional paid-in capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 55,051 |  |  |  | 55,051 |  |
|    Deficit accumulated during the development stage                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | (52,526 | ) |  |  | (14,938 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |
|                Total Stockholders’ Equity                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 4,572 |  |  |  | 42,160 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |
|                Total Liabilities and Stockholders’ Equity                                                                                                                                                                                                                                                                                                                                                                                                                   | $ | 70,258 |  |  | $ | 71,991 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |

*See accompanying Notes to Condensed Financial Statements.*

-3-

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| **RIVERBEND TELECOM, INC.(A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF OPERATIONS Unaudited** |
|-------------------------------------------------------------------------------------------------------|

|                                                                                                                                                                                                                                                                                                                          | **Three MonthsEnded September 30,** |                                                                                                              | **Nine MonthsEnded September 30,** |   | **August 21, 2001 (Inception) through**                                                                 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------|--------------------------------------------------------------------------------------------------------------|-----------------------------------------|---|--------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                          |                                          | **2004**                                                                                                     |                                         |   | **2003**                                                                                                     |  |  | **2004** |  |  | **2003** |  |  | **September 30, 2004** |
|                                                                                                                                                                                                                                                                                                                          |                                          |                                                                                                              |                                         |   |                                                                                                              |  |  |  |  |  |  |  |  |  |
|                                                      |                                          |                    |                          |   |                    |     |  |                    |     |  |                    |     |  |                    |
| Revenues                                                                                                                                                                                                                                                                                                                 | $                                        | 12,318                                                                                                  |                                         | $ | 12,035                                                                                                  |  | $ | 33,370  |  | $ | 32,213  |  | $ | 168,962  |
| Cost of revenues                                                                                                                                                                                                                                                                                                         |                                          | 3,921                                                                                                   |                                         |   | 5,117                                                                                                   |  |  | 11,721  |  |  | 16,046  |  |  | 102,602  |
|                                                                                                                                                                                                                                                                                                                          |                                          |                                                                                                              |                                         |   |                                                                                                              |  |  |  |  |  |  |  |  |  |
|      Gross profit                                                                                                                                                                                                                                                                               |                                          | 8,397                                                                                                   |                                         |   | 6,918                                                                                                   |  |  | 21,649  |  |  | 16,167  |  |  | 66,360  |
|                                                                                                                                                                                                                                                                                                                     |                                          |                                                                                                              |                                         |   |                                                                                                              |  |  |  |  |  |  |  |  |  |
| Operating expenses:                                                                                                                                                                                                                                                                                                 |                                          |                                                                                                              |                                         |   |                                                                                                              |  |  |  |  |  |  |  |  |  |
|   General and administrative                                                                                                                                                                                                                                                                                   |                                          | 29,561                                                                                                  |                                         |   | 5,362                                                                                                   |  |  | 59,237  |  |  | 22,253  |  |  | 118,886  |
|                                                                                                                                                                                                                                                                                                                          |                                          |                                                                                                              |                                         |   |                                                                                                              |  |  |  |  |  |  |  |  |  |
|      Net income (loss)                                                                                                                                                                                                                                                                | $                                        | (21,164)                                                                                                     |                                         | $ | 1,556                                                                                                   |  | $ | (37,588) |  | $ | (6,086) |  | $ | (52,526) |
|                                                                                                                                                                                                                                                                                                                          |                                          |                                                                                                              |                                         |   |                                                                                                              |  |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                     |                                          |                                                                                                              |                                         |   |                                                                                                              |  |  |  |  |  |  |  |  |  |
| Weighted average number of shares outstanding                                                                                                                                                                                                                                                                            |                                          | 2,046,667                                                                                               |                                         |   | 2,046,667                                                                                               |  |  | 2,046,667  |  |  | 2,046,667  |  |  |  |
|                                                                                                                                                                                                                                                                                                                          |                                          |                                                                                                              |                                         |   |                                                                                                              |  |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                     |                                          |                                                                                                              |                                         |   |                                                                                                              |  |  |  |  |  |  |  |  |  |
| Income (loss) per share basic and fully diluted                                                                                                                                                                                                                                                                     | $                                        | (0.01)                                                                                                       |                                         | $ | 0.00                                                                                                         |  | $ | (0.02) |  | $ | 0.00 |  |  |  |
|                                                                                                                                                                                                                                                                                                                          |                                          |                                                                                                              |                                         |   |                                                                                                              |  |  |  |  |  |  |  |  |  |

*See accompanying Notes to Condensed Financial Statements.*

-4-

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| **RIVERBEND TELECOM, INC.(A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS Unaudited** |
|-------------------------------------------------------------------------------------------------------|

  

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | **Nine Months Ended September 30,** |                                                                                                                                                        |        | **August 21, 2001 (inception) through** |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------|---|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | **2004**                                 |                                                                                                                                                        |        | **2003**                                |   |  | **September 30, 2004** |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                          |                                                                                                                                                        |        |                                         |   |  |  |
|                                                                                   |                                     |                           |   |                          |   |                          |   |     |  |                      |   |
| Cash Flows from Operating Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                          |                                                                                                                                                        |        |                                         |   |  |  |  |  |  |  |
|    Net loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | $                                        | (37,588                                                                                                                                                | )      |                                         | $ | (6,086 | ) |  | $ | (52,526 | ) |
|    Additional paid-in capital issued for stockholder       payment of organization cost                                                                                                                                                                                                                                                                                                                                                                   |                                          | -                                                                                                                                                      |        |                                         |   | - |  |  |  | 5,000 |  |
|    Receivable from United Check Services, LLC for       its planned reimbursement of merger expenses       incurred by the Company                                                                                                                                                                                                                                                                                          |                                          | (25,000                                                                                                                                                | )      |                                         |   |  |  |  |  | (25,000 | ) |
|    Adjustments to reconcile net loss to net cash       used by operating activities                                                                                                                                                                                                                                                                                                                                                                       |                                          |                                                                                                                                                        |        |                                         |   |  |  |  |  |  |  |
|         Decrease (Increase) in accrued phone            commissions                                                                                                                                                                                                                                                                                                                                     |                                          | 14,478                                                                                                                                                 |        |                                         |   | (1,798 | ) |  |  | (6,022 | ) |
|         Decrease in receivable – real estate            commission                                                                                                                                                                                                                                                                                                                                |                                          | 608                                                                                                                                                    |        |                                         |   | 493 |  |  |  | 2,288 |  |
|         Increase (Decrease) in inventory                                                                                                                                                                                                                                                                                                                                                                                                                       |                                          | -                                                                                                                                                      |        |                                         |   | (33 | ) |  |  | 7 |  |
|         Increase in accounts payable                                                                                                                                                                                                                                                                                                                                                                                                                           |                                          | 44,928                                                                                                                                                 |        |                                         |   | 2,418 |  |  |  | 58,453 |  |
|         (Decrease) Increase in accrued expenses                                                                                                                                                                                                                                                                                                                                                                                                                |                                          | (9,073                                                                                                                                                 | )      |                                         |   | - |  |  |  | 2,233 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                          |                                                                                                                                                        |        |                                         |   |  |  |  |  |  |  |
| Net Cash Used by Operating Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                          | (11,647                                                                                                                                                | )      |                                         |   | (5,006 | ) |  |  | (15,567 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                          |                                                                                                                                                        |        |                                         |   |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                          |                                                                                                                                                        |        |                                         |   |  |  |  |  |  |  |
| Cash Flows from Financing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                          |                                                                                                                                                        |        |                                         |   |  |  |  |  |  |  |
|    Proceeds from sale of common stock                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                          | -                                                                                                                                                      |        |                                         |   | 35,000 |  |  |  | 35,000 |  |
|    Loan from Stockholder                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                          | -                                                                                                                                                      |        |                                         |   | - |  |  |  | 5,000 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                          |                                                                                                                                                        |        |                                         |   |  |  |  |  |  |  |
| Net Cash Provided by Financing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                          | -                                                                                                                                                      |        |                                         |   | 35,000 |  |  |  | 40,000 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                          |                                                                                                                                                        |        |                                         |   |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                          |                                                                                                                                                        |        |                                         |   |  |  |  |  |  |  |
|         Net (Decrease) Increase in Cash                                                                                                                                                                                                                                                                                                                                                                                                                        |                                          | (11,647                                                                                                                                                | )      |                                         |   | 29,994 |  |  |  | 24,433 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                          |                                                                                                                                                        |        |                                         |   |  |  |  |  |  |  |
|         Cash at beginning of period                                                                                                                                                                                                                                                                                                                                                                                                                            |                                          | 36,080                                                                                                                                                 |        |                                         |   | 4,722 |  |  |  | - |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                          |                                                                                                                                                        |        |                                         |   |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                          |                                                                                                                                                        |        |                                         |   |  |  |  |  |  |  |
|         Cash at end of period                                                                                                                                                                                                                                                                                                                                                                                                                                  | $                                        | 24,433                                                                                                                                                 |        |                                         | $ | 34,716 |  |  | $ | 24,433 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                          |                                                                                                                                                        |        |                                         |   |  |  |  |  |  |  |

*See accompanying Notes to Condensed Financial Statements.*

-5-

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| **RIVERBEND TELECOM, INC.(A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS Unaudited September 30, 2004** |
|------------------------------------------------------------------------------------------------------------------------------------|

| 1)     Basis of presentation                    |
|--------------------------------------------------------------------------|
|              |  |
|                                       | The accompanying unaudited condensed financial statements in this report have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information andpursuant to the rules and regulations of the United States Securities and Exchange Commission.  Consequently, they do not include all disclosures required under accounting principles generally accepted in the United States of America for complete financialstatements. |
|                                       |  |
|                                       | The interim condensed unaudited financial statements should be read in conjunction with the audited financial statements of the Company and accompanying notes for the year ended December 31, 2003, contained in theCompany’s annual report filed on Form 10-KSB.  The Form 10-KSB includes information with respect to the Company’s significant accounting and financial reporting policies and other pertinent information.  The Company believes that all adjustmentsof a normal recurring nature that are necessary for fair presentation of the results of interim periods presented in this report have been made.  The results of operations for the interim periods are not necessarily indicative of results of the entireyear. |
|                                       |  |
|                                       | The balance sheet at December 31, 2003 has been derived from audited financial statements, but does not include all of the information and notes required by accounting principles generally accepted in the United States ofAmerica. |
|                                       |  |
| 2)     Income taxes                             |
|              |  |
|                                       | The Company has not recorded any income tax expense or benefit for the three months and nine months ended September 30, 2004 and 2003 and for the period of August 21, 2001 (inception) through September 30, 2004.The Company has recorded an income tax valuation allowance equal to the benefit of income tax carryforwards because of the uncertain nature of realization. |
|                                       |  |
| 3)     Loss per share                           |
|              |  |
|                                       | The Company follows Statement of Financial Accounting Standards No. 128 "Earnings per Share" (SFAS No. 128).  Basic earnings (loss) per common share are calculated by dividing net earnings (loss) by the weighted averagenumber of common shares outstanding during the period.  Diluted earnings (loss) per share reflects the potential dilution that could occur if options or awards to issue common stock were exercised or converted into common shares. Diluted earnings (loss) percommon share are calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options and awards. There are no potentially dilutive stock options, awards or stock appreciation rights outstanding for the periodspresented. |

-6-

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| **RIVERBEND TELECOM, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS Unaudited September 30, 2004** |
|-------------------------------------------------------------------------------------------------------------------------------------|

****
| 4)     Related Party Transactions               |
|--------------------------------------------------------------------------|
|              |  |
|              | For the three months and nine months ended September 30, 2004, the Company earned $4,639 and $10,991, respectively, from an assignment of commission revenues from Mr. Nowalsky’s wife.  The assignment agreementprovides that as consideration for Riverbend’s management of the agent business developed by Mr. Nowalsky’s wife, Riverbend will receive one-third of all commissions Mr. Nowalsky’s wife is entitled to receive from the use of telecommunicationservices by end-users sold by her or her network of subagents.  The assignment agreement is for an initial term of five years and may be extended by mutual agreement for two additional five-year periods. |
|                                       |  |
| 5)     Commitments                              |
|              |  |
|                                       | In July 2004, the Company entered into an agreement providing for the acquisition of United Check Services, LLC (“United”).  The agreement provides for the Company to issue a controlling interest of itsrestricted common stock in exchange for the contribution to the Company of United members’ equity interest in United. Once the transaction is completed, the former members of United will own 88.2% of the Company.  The transaction is expected to beaccounted for as a reverse acquisition, except that no goodwill or other intangibles are recorded.  That is, the transaction, after the disposition of the Company’s assets and liabilities (discussed below), is equivalent to the issuance of stock by theCompany for the net monetary assets of United, accompanied by a recapitalization.  Closing of the transaction is subject to certain regulatory and company shareholder approvals.

Immediately prior to the completion of this contribution transaction, the Company will transfer all of its assets, liabilities and other obligations to a newly formed subsidiary in consideration for the subsidiary’scommon stock.  The Company will then distribute the subsidiary’s common stock to the Company’s current stockholders resulting in the Company having no assets or liabilities immediately prior to United members’ contribution of their equityinterest in United to the Company.

Additionally, Riverbend has recorded a $25,000 receivable from United.  Once collected, the proceeds will reimburse Riverbend for a portion of its expenses related to the United acquisition. |

-7-

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**Item 2.**

**RIVERBEND TELECOM, INC.MANAGEMENT’S DISCUSSION AND ANALYSIS ORPLAN OF OPERATION**

***Cautionary Statement Regarding Forward Looking Information***

            This Form 10-QSB for the quarter ended September 30, 2004 contains forward-looking statements, including statements regarding, among other items, ourgrowth strategies, anticipated trends in our business and our future results of operations, market conditions in the telecommunications industry and the impact of governmental regulation.  These forward-looking statements are based largely on our expectationsand are subject to a number of risks and uncertainties, many of which are beyond our control.  Actual results could differ materially from these forward-looking statements as a result of, among other things:
|           | •        | Our ability to generate revenues and achieve market acceptance;             |
|--------------------------------------------------------|--------------------------------------------------|-----------------------------------------------------------------------------|
|           | •        | Our ability to keep pace with rapid technological change;                   |
|           | •        | Our ability to retain and attract experienced and knowledgeable personnel;  |
|           | •        | Our ability to enter into agreements with service providers and sub-agents; |
|           | •        | Our ability to market the services we offer; and                            |
|           | •        | Our ability to compete in the telecommunications industry.                  |

            In addition, the words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”“intend,” “expect,” and similar expressions, as they relate to Riverbend, our business or our management, are intended to identify forward-looking statements.

            Riverbend undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events orotherwise after the date of this Form 10-QSB.  In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this Form 10-QSB may not occur and actual results could differ materially from those anticipated or implied in theforward-looking statements.

**Executive Summary**

            Riverbend is a developmental stage company that has no significant revenues from planned operations.  It currently markets, on a limited basis, local,long distance, and prepaid calling card telecommunication services to residential customers and small to medium sized businesses in Louisiana. The Company functions as an independent sales agent offering the products and services of carriers and resellers tocustomers on a retail basis.  In addition, Riverbend provides management services to other independent sub-agents who sell telecommunication services.  Since the company’s inception in August 2001, it has marketed local and long distance telephoneservices for one primary reseller, NAS.  Additionally, Riverbend has provided management services under a five year assignment agreement, which may be extended for two additional five year periods, to one independent sub-agent, who is the majoritystockholder’s (Mr. Nowalsky) wife.

            Riverbend is one of many companies with whom NAS enters into marketing relationships. Pursuant to the agreement, NAS is responsible for all credit checks, baddebt,

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collection costs and billing costs.  Our commissions are paid on billed revenues regardless of whether end-users pay their invoices to NAS. Consequently, we suffer no charge backs or usage on accounts that are delinquentin payment or written off as bad debt. However, any commissions paid on delinquent accounts that are not eventually collected will, at the discretion of NAS, be subject to deduction against future commission payments.  Our agreement with NAS is through August2005 although it can be terminated by NAS upon thirty (30) days notice.  If the agreement is terminated by NAS for reasons other than a material breach by Riverbend, we are entitled to residual commissions that survive the termination of the agreement providedthat the monthly commissionable revenue level, which consists of revenues billed by NUI Telecom, Inc. to customers solicited by Riverbend on behalf of NAS, remains greater than $500.

            The majority, 62% for the first nine months of 2004 and 77% for 2003, of Riverbend’s revenues, exclusive of a one-time commission bonus from NAS in 2003,are generated from recurring commissions earned on the usage of each of the customers that the Company is responsible for providing to NAS.  The commission percentages earned varies and is based on the telecommunication services provided to the customers byNAS.

            Additionally, 33% of the Company’s revenues for the first nine months of 2004 and 15% of the revenues, exclusive of the one-time commission bonus fromNAS, for 2003 were earned from providing management services to Mr. Nowalsky’s wife.  These services included managing the network of sub-agents developed by Mr. Nowalsky’s wife. As consideration for its management services, Riverbend receivesone-third of commissions received by Mr. Nowalsky’s wife.

            Since 2002, commission revenues earned from NAS has decreased as a percentage of total revenues, exclusive of the one-time commission bonus from NAS in2003.  The percentage has gone from 90%, or $50,700, in 2002 to 62%, or $20,800, for the first nine months of 2004.  The decline is due in large part to Riverbend no longer receiving commissions on house accounts and toll free numbers of Norcom, a companythat used to be owned by the shareholders of NAS but which is now owned by NUI Telecom, Inc.

            We anticipate that in the short-term the revenues earned from Mr. Nowalsky’s wife will continue to increase as a percentage of total revenues, due inlarge part to her growing network of sub-agents.  Conversely, commission revenues earned from NAS will probably decrease as a percentage of total revenues.  This trend is anticipated until such time as Riverbend recruits more sub-agents to sell NASservices, the current sub-agents increase their volume of business, and/or Riverbend becomes an independent sub-agent for other resellers and carriers, including those that offer services in addition to those offered by NAS.

            For the first nine months of 2004, Riverbend’s board of directors, management and professional consultants have spent considerable time on the details ofthe contribution transaction with United Check Services, L.L.C.  As a result of the time required in negotiating and preparing for this reorganization, less time has been devoted to growing Riverbend’s business.  We anticipate that once thecontribution transaction is completed, focus can be turned to growing the telecommunications business through Riverbend Holdings, Inc.

            On July 14, 2004, Riverbend entered into a Contribution Agreement with Riverbend Holdings, Inc., a Colorado corporation that is a newly-formed,wholly-owned subsidiary of

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Riverbend, and all of the equity owners (the “United Members”) of United Check Services, L.L.C., a Louisiana limited liability company (“United”). Pursuant to the agreement, which is subject toshareholder and regulatory approval, and related transactions, Riverbend will (i) transfer substantially all of its assets, liabilities and other obligations to Riverbend Holdings in consideration for Riverbend Holdings common stock; (ii) distribute the RiverbendHoldings common stock to the Riverbend stockholders; and (iii) issue to the United Members approximately 88.21% of the issued and outstanding shares of Riverbend common stock in exchange for all of their membership interests in United.  The agreement alsoprovides that Riverbend will enter into an employment agreement with Walter Reid Green, Jr., the Chief Financial Officer of United, to serve in a similar capacity with Riverbend following the closing of the contribution and related transactions.  A copy of theagreement was attached as an exhibit to our Form 8-K filed July 21, 2004.

            As a result of the transactions described above, there will be a change in control of Riverbend to United’s management, the assumption of United’soperations and liabilities and the change of Riverbend’s corporate name to UCS Holdings, Inc. or something similar.  Riverbend stockholders will maintain their current ownership in the telecommunications business of Riverbend by virtue of their identicalownership interest in Riverbend Holdings.

            Riverbend has filed a proxy statement with the Securities and Exchange Commission to seek stockholder approval with respect to the transactions describedabove.  The transaction is expected to be completed and the closing to occur during the fourth quarter of Riverbend’s fiscal year.

**Results of Operations**

            In this section we provide more detailed information about our operating results and changes in financial position.  This section should be read inconjunction with the financial statements and related notes in this Form 10-QSB.

**Nine Months Ended September 30, 2004 compared to the Nine Months Ended September 30, 2003.**

****

            Riverbend’s revenues for the nine months ended September 30, 2004 were $33,370 compared to $32,213 for the same period last year.  The $1,157favorable variance is attributable to a $6,894 increase in commission income from Mr. Nowalsky’s wife, partially offset by a $5,035 decrease in commission income from NAS.  For the nine months ended September 30, 2004, commission income earned fromMr. Nowalsky’s wife was $10,991 compared to $4,097 for the same period last year.  For the nine months ended September 30, 2004, commission income earned from NAS was $20,810 compared to $25,845 for the same period last year.

            As described in the Executive Summary, the lower commissions from NAS is mainly attributable to NUI Telecom, Inc. deciding that commissions should not be paidto Riverbend on house accounts and toll free numbers of Norcom. Therefore, beginning during the second quarter of 2003, Riverbend no longer received commissions on long distance calls made by Norcom employees and on the toll free calls made by Norcomcustomers.

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            Riverbend’s cost of revenues for the nine months ended September 30, 2004 were $11,721 compared to $16,046 for the same period last year.  Thefavorable variance is due primarily to a reduction in commission expense related to the decreased revenues from the Norcom house accounts and toll free calls described above.  Since Riverbend was no longer earning commission revenue on the Norcom house accountsand toll free calls, it no longer had to pay commissions to the sub-agent responsible for providing the Norcom account to the Company. Thus, Riverbend incurred less commission expense.

            Riverbend’s general and administrative expenses for the nine months ended September 30, 2004 were $59,237 as compared to $22,253 for the same periodlast year.  The $36,984 increase is mainly attributable to increased legal and accounting fees.

**Liquidity and Capital Resources**

            At September 30, 2004, Riverbend had $24,433 in cash and a $9,178 working capital deficit as compared to $36,080 in cash and a $27,746 working capitalsurplus at December 31, 2003.  The $36,924 decrease in working capital is due to a $44,928 increase in accounts payable partially offset by a $9,073 decrease in accrued expenses.  The increase in accounts payable is mainly attributable to increasedlegal and accounting fees.  The increase in payables and corresponding decrease in working capital is also due to higher accounting fees related to year-end reporting obligations under the Exchange Act.  The decrease in accrued expenses is due to a $10,961payment to a sub-agent in March 2004.  This payment represented the sub-agent’s share of a $17,217 NAS bonus commission earned and recorded as a receivable by Riverbend as of December 31, 2003.

            Additionally, as of September 30, 2004, Riverbend accrued $25,000 as a receivable from United.  The $25,000 will be paid to Riverbend to reimburse itfor a portion of its expenses related to its reorganization with United.

            We believe that Riverbend can satisfy its cash requirements, which we estimate to be approximately $50,000, for the next twelve (12) months with cash on hand,collection of a $25,000 receivable from United once the contribution transaction is completed, through commission revenue from current and future customer accounts and, if necessary, capital contributions from the majority stockholder.  However, there are noassurances that any of these potential funding sources will be available.  If the overall outcome of the various uncertainties affecting us as described in this report is not favorable, we may be forced to seek debt and/or equity financing on terms andconditions that may be unfavorable to us, if available at all.  In addition, upon completion of the contribution transaction with United and the spin-off of our current telecommunications operations, our business, management, stockholder composition and cashrequirements will change.

            The majority stockholder, President and Treasurer, Mr. Leon Nowalsky, has contributed capital to Riverbend previously.  In connection with our formation,he assigned to Riverbend the current and future rights to receive real estate commissions in connection with a November 5, 1991 lease agreement for real property located in Texas.  Mr. Nowalsky acquired the rights in August 2001 by paying $17,000 to a realestate broker who was entitled to receive as lease commissions 3% of the base monthly rental payable monthly over the primary term of the lease, which is through May 2, 2012, and any extensions thereof.  While such lease commission

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revenues are not an integral part of our business plan, the commission payments provide us with additional revenue to help pay our operating costs.  For the nine months ended September 30, 2004 and 2003, leasecommission revenues were $2,200 and $1,862, respectively.

            In addition, Mr. Nowalsky loaned Riverbend $5,000 in August 2002.  The funds were used by us for working capital needs.  The loan is unsecured and itearns interest at a rate of 5%.  As of September 30, 2004, we have incurred $533 in interest expense payable to Mr. Nowalsky.

**ITEM 3.          CONTROLS AND PROCEDURES**

            (a)     Evaluation of disclosure controls and procedures

            Our principal executive officer and principal financial officer has evaluated the effectiveness of the design and operation of our disclosure controls andprocedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report.  Based on this evaluation, our principal executive officer and principal financialofficer concluded that these disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized andreported within the requisite time periods.

            (b)     Changes in internal control over financing reporting

            There were no changes in Riverbend’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred duringthe quarter ended September 30, 2004 that have materially affected, or are reasonable likely to materially affect, Riverbend’s internal control over financial reporting.

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**PART II – OTHER INFORMATION**

| **ITEM 1.   ** | **LEGAL PROCEEDINGS.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **     ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|           | Not Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **     ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **ITEM 2.   ** | **UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **     ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|           | Not Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **     ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **ITEM 3.   ** | **DEFAULT UPON SENIOR SECURITIES.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **     ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **     ** | Not Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **     ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **ITEM 4.   ** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **     ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **     ** | Not Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **     ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **ITEM 5.   ** | **OTHER INFORMATION.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **     ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **     ** | On August 5, 2004, Riverbend granted a waiver to a covenant contained in the Contribution Agreement between Riverbend, Riverbend Holdings, Inc., Leon Nowalsky and United Check Services, LLC and the United Members. The waiver allows United to execute and issue, to Jeffrey C. Swank and Paul J. Shovlain, the United Members, two promissory notes in the amount of $128,000 each, for a total indebtedness of $256,000; provided, however, that the notes shall mature no earlier than twoyears from the date of issuance and shall accrue interest at a rate of no more than 10% per annum.  The parties agreed that the execution and issuance of the notes shall satisfy, in full, all compensation due and owing to, and the return on investment of, thesetwo individuals with respect to their limited liability company ownership interests or services provided to United for the period commencing on January 1, 2004 and ending on the date of the final closing of the Contribution Agreement between theparties. |
| **     ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **ITEM 6.   ** | **EXHIBITS AND REPORTS ON FORM 8-K.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

****

| (a)       | Exhibits                                                                                      |
|-----------------------------------------|-----------------------------------------------------------------------------------------------|
|                                         |                                                                      |
| 31.1                                    | Principal Executive Officer Certification under Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2                                    | Principal Financial Officer Certification under Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1                                    | Principal Executive Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2                                    | Principal Financial Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002 |

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| **SIGNATURES** |
|----------------|

            In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

|                                                                                   | **RIVERBEND TELECOM, INC.**                                                                                                                                                       |
|-----------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                     |                                                                                                                                                     |
| Date:   November 22, 2004       | By: /s/ LEON NOWALSKY                           |
|                                                                                   |      Leon Nowalsky                                                                                                                                       |
|                                                                                   |      President and Treasurer                                                                                                                             |

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