**UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.  20549****FORM 10-QSB/A1**

|   (Mark one)                                                                                                                                                     |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| [X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934                                                                      |
|                                                                                                                                    |
| For the quarterly period ended March 31, 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 May 10,2004

       Transitional Small Business Disclosure Format (check one):

Yes           No    X   

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**RIVERBEND TELECOM, INC.FORM 10-QSB/A1March 31, 2004**

**INDEX**
| **Part I – Financial Information** | **Page**                                                                                                                                                                   |
|------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |                                                                                                                                                                            |  |
| Item 1.                                  | Condensed Financial Statements                                                                                                                                             |  |
|                 |                                                                                                                                                                            |  |
|                                          | Condensed Balance Sheets                                                                                                                                                   | 3 |
|                 |                                                                                                                                                                            |  |
|                                          | Condensed Statements of Operations – Three Months Ended March 31, 2004 and 2003 and for the Period August 21, 2001 (inception) through March 31, 2004 | 4 |
|                 |                                                                                                                                                                            |  |
|                                          | Condensed Statements of Cash Flows – Three Months Ended March 31, 2004 and 2003 and for the Period August 21, 2001 (inception) through March 31, 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.                                  | Changes in Securities                                                                                                                                                      | 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 and Reports on Form 8-K                                                                                                                                           | 13 |
|                 |                                                                                                                                                                            |  |
|                                          | Signatures                                                                                                                                                                 | 14 |

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**PART I.          FINANCIAL INFORMATION**

**ITEM 1.  FINANCIAL STATEMENTS**

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

| **ASSETS**                                                                                                                                                                                                    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                               | **March       31, 2004     Unaudited  ** | **December    31, 2003          Note 1      ** |
|                                                                                                                                                                                                               |  |  |
| Current Assets                                                                                                                                                                                                |  |  |
|    Cash                                                                                                                                                                                             | $          42,245  | $          36,080  |
|    Accrued phone commissions                                                                                                                                                                        | 3,694  | 20,500  |
|    Receivable – real estate commissions                                                                                                                                                       | 873  | 906  |
|    Inventory                                                                                                                                                                                        | 91  | 91  |
|                                                                                                                                                                                                               |  |  |
|                   Total Current Assets                                                                                   | 46,903  | 57,577  |
|                                                                                                                                                                                      |  |  |
| Receivable – real estate commissions                                                                                                                                                                    | 14,254  | 14,414  |
|                                                                                                                                                                                                               |  |  |
|                   Total Assets                                                                                           | $          61,157  | $          71,991  |
|                                                                                                                                                                                                               |  |  |
|                                                                                                                                                                                      |  |  |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                                                                                                                                |
|                                                                                                                                                                                      |  |  |
| Current Liabilities                                                                                                                                                                                           |  |  |
|    Accounts Payable                                                                                                                                                                                 | $          34,586  | $          13,525  |
|    Accrued Expenses                                                                                                                                                                                 | 407  | 11,306  |
|    Note Payable to Stockholder                                                                                                                                                                      | 5,000  | 5,000  |
|                                                                                                                                                                                                               |  |  |
|                                                                                                                                                                                                               | 39,993  | 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                                                                                                                                                 | (35,934) | (14,938) |
|                                                                                                                                                                                                               |  |  |
|                   Total Stockholders’ Equity                                                                       | 21,164  | 42,160  |
|                                                                                                                                                                                                               |  |  |
|                   Total Liabilities and Stockholders’ Equity                                                       | $          61,157  | $          71,991  |
|                                                                                                                                                                                                               |  |  |

*See accompanying Notes to Condensed Financial Statements.*

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

****
|                                                                              | **Three Months    Ended March 31, 2004          ** | **Three Months    Ended March 31, 2003          ** | **August 21, 2001   (inception) through March 31, 2004  ** |
|------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------|
|                                                                              |                                                                                                                     |                                                                                                                     |                                                                                |
| Revenues                                                                     | $           9,049                                            | $           9,771                                            | $         144,641                 |
|                                                     |                                                                                                                     |                                                                                                                     |                                                                                |
| Cost of revenues                                                             | 3,607                                                                                                          | 5,717                                                                                                          | 94,488                                                                    |
|                                                                              |                                                                                                                     |                                                                                                                     |                                                                                |
|            Gross profit    | 5,442                                                                                                          | 4,054                                                                                                          | 50,153                                                                    |
|                                                     |                                                                                                                     |                                                                                                                     |                                                                                |
| Operating expenses:                                                          |                                                                                                                     |                                                                                                                     |                                                                                |
|       General and administrative                    | 26,438                                                                                                         | 11,909                                                                                                         | 86,087                                                                    |
|                                                                              |                                                                                                                     |                                                                                                                     |                                                                                |
|            Net loss        | $       (20,996)                                                                      | $         (7,855)                                                           | $          (35,934)               |
|                                                                              |                                                                                                                     |                                                                                                                     |                                                                                |
|                                                     |                                                                                                                     |                                                                                                                     |                                                                                |
| Weighted average number       of shares outstanding | 2,046,667                                                                                                      | 2,046,667                                                                                                      |                                                                                |
|                                                                              |                                                                                                                     |                                                                                                                     |                                                                                |
| Loss per share basic and fully diluted                                       | $          (0.01)                                                      | $         (0.004)                                                           |                                                                                |
|                                                                              |                                                                                                                     |                                                                                                                     |                                                                                |

*See accompanying Notes to Condensed Financial Statements.*

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

|                                                                                                                                                                                 | **Three Months    Ended March 31, 2004          ** | **Three Months    Ended March 31, 2003          ** | **August 21, 2001   (inception) through March 31, 2004  ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------|
|                                                                                                                                                        |                                                                                                                     |                                                                                                                     |                                                                                |
| Cash Flows from Operating Activities                                                                                                                                            |                                                                                                                     |                                                                                                                     |                                                                                |
|    Net loss                                                                                                                                                           | $          (20,996)                                                    | $           (7,855)                                               | $          (35,934)               |
|    Additional paid-in capital issued for      stockholder payment of organization      cost                                   | --                                                                                                             | --                                                                                                             | 5,000                                                                     |
|    Adjustments to reconcile net loss to      net cash provided (used) by        operating activities                |                                                                                                                     |                                                                                                                     |                                                                                |
|           Decrease (Increase) in accrued             phone commissions      | 16,806                                                                                                         | (511)                                                                                                               | (3,694)                                                                        |
|           Decrease in receivable – real             estate commission | 193                                                                                                            | 178                                                                                                            | 1,873                                                                     |
|           Increase (Decrease) in inventory                                                                                         | --                                                                                                             | (33)                                                                                                                | 7                                                                         |
|           Increase in accounts payable                                                                                             | 21,061                                                                                                         | 7,461                                                                                                          | 34,586                                                                    |
|           (Decrease) Increase in accrued             expenses               | (10,899)                                                                                                            | 62                                                                                                             | 407                                                                       |
|                                                                                                                                                                                 |                                                                                                                     |                                                                                                                     |                                                                                |
| Net Cash Provided (Used) by    Operating Activities                                                                                                                   | 6,165                                                                                                          | (698)                                                                                                               | 2,245                                                                     |
|                                                                                                                                                        |                                                                                                                     |                                                                                                                     |                                                                                |
| Net Cash Provided by Investing    Activities                                                                                                                          | --                                                                                                             | --                                                                                                             | --                                                                        |
|                                                                                                                                                                                 |                                                                                                                     |                                                                                                                     |                                                                                |
| Cash Flows from Financing Activities      Proceeds from sale of common        stock                                           | --                                                                                                             | 35,000                                                                                                         | 35,000                                                                    |
|      Loan from Shareholder                                                                                                                                  | --                                                                                                             | --                                                                                                             | 5,000                                                                     |
|                                                                                                                                                                                 |                                                                                                                     |                                                                                                                     |                                                                                |
| Net Cash Provided by Financing    Activities                                                                                                                          | --                                                                                                             | 35,000                                                                                                         | 40,000                                                                    |
|                                                                                                                                                                                 |                                                                                                                     |                                                                                                                     |                                                                                |
|           Net Increase in Cash                                                                                                     | 6,165                                                                                                          | 34,302                                                                                                         | 42,245                                                                    |
|                                                                                                                                                        |                                                                                                                     |                                                                                                                     |                                                                                |
|           Cash at beginning of period                                                                                              | 36,080                                                                                                         | 4,722                                                                                                          | --                                                                        |
|                                                                                                                                                                                 |                                                                                                                     |                                                                                                                     |                                                                                |
|           Cash at end of period                                                                                                    | $          42,245                                                 | $          39,024                                                 | $          42,245            |
|                                                                                                                                                                                 |                                                                                                                     |                                                                                                                     |                                                                                |

*See accompanying Notes to Condensed Financial Statements.*

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| **RIVERBEND TELECOM, INC.(A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS Unaudited March 31, 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 ended March 31, 2004 and 2003 and for the period of August 21, 2001 (inception) through March 31, 2004. The Company hasrecorded 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. |

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| **RIVERBEND TELECOM, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS Unaudited March 31, 2004** |
|---------------------------------------------------------------------------------------------------------------------------------|

****
| 4)         Related Party Transactions                          |
|--------------------------------------------------------------------------------------------------------|
|                   |  |
|                                                                     | For the three months ended March 31, 2004, the Company earned $1,785 from an assignment of commission revenues from Mr. Nowalsky’s wife.  The assignment agreement provides that as consideration for Riverbend’smanagement 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 telecommunication services by end-users sold by her or her network ofsubagents.  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 February 2004, the Company entered into a non-binding term sheet providing for the acquisition of United Check Services, LLC (“United”) through the issuance of 8,400,000 shares of Company restricted commonstock.  If the transaction is completed, the former members of United will own the majority of the outstanding shares of the Company. |

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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/A1 for the quarter ended March 31, 2004 contains forward-looking statements within the meaning of Section 27A of the Securities Act of1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding, among other items, our growth strategies, anticipated trends in our business and our future results of operations, market conditions in the telecommunications industry andthe impact of governmental regulation.  These forward-looking statements are based largely on our expectations and are subject to a number of risks and uncertainties, many of which are beyond our control.  Actual results could differ materially from theseforward-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/A1.  In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this Form 10-QSB/A1 may not occur and actual results could differ materially from those anticipated or impliedin the forward-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, longdistance, 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 independent sub-agents who sell telecommunication services.  Since the Company’s inception in August 2001, it has marketed local and long distance telephone servicesfor one primary reseller, Norcom Agency Services, Inc. (NAS), which utilizes the network services of NUI Telecom, Inc.  Additionally, Riverbend has provided management services under a five year assignment agreement, which may be extended for two additional fiveyear periods, to one independent sub-agent, who is the majority stockholder’s (Mr. Nowalsky) wife.

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            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, 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 delinquent in payment or written off as baddebt. 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 August 2005 although it can be terminatedby 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 provided that the monthly commissionablerevenue 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, 72% for the first three months of 2004 and 90% for 2003, of Riverbend’s revenues are generated from recurring commissions earned on theusage 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 by NAS.

            Additionally, 20% of the Company’s revenues for the first three months of 2004 were earned from providing management services to Mr. Nowalsky’swife.  There were no such management services provided to Mr. Nowalsky’s wife for the same period last year. Services provided to Mr. Nowalsky’s wife include managing the network of sub-agents developed by her. As consideration for its managementservices, Riverbend receives one-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 a one-time commission bonus from NAS in2003.  The percentage has gone from 90%, or $50,700, in 2002 to 72%, or $6,500, for the first three 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.

            In February 2004, Riverbend entered into a non-binding term sheet providing for the acquisition of United Check Services, LLC (“United”) throughthe issuance of common stock.  If the transaction is completed, the former members of United will own the majority of the outstanding shares of Riverbend.  As of the date of this report, no definitive agreements have been executed between theparties.

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**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/A1.

**Three Months Ended March 31, 2004 compared to the Three Months Ended March 31, 2003.**

            Riverbend’s revenues for the three months ended March 31, 2004 were $9,049 compared to $9,771 for the same period last year.  The $722unfavorable variance is primarily attributable to a $2,251 decrease in commission income from NAS, partially offset by a $1,785 increase in commission income from Mr. Nowalsky’s wife. For the three months ended March 31, 2004, commission income earned fromNAS was $6,521 compared to $8,772 for the same period last year. For the three months ended March 31, 2004, commission income earned from Mr. Nowalsky’s wife was $1,785 compared to zero being earned 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.

            Riverbend’s cost of revenues for the three months ended March 31, 2004 were $3,607 compared to $5,717 for the same period last year.  The$2,110 favorable 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 houseaccounts and 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 three months ended March 31, 2004 were $26,438 as compared to $11,909 for the same periodlast year.  The $14,529 increase is mainly attributable to increased legal and accounting fees.

**Liquidity and Capital Resources**

            At March 31, 2004, Riverbend had $42,245 in cash and a $6,910 working capital surplus as compared to $36,080 in cash and a $27,746 working capital surplusat December 31, 2003.  The $6,165 increase in cash is due to the collection of a $17,217 one-time NAS bonus commission, of which $10,961 was paid to a subagent.  The one time bonus and related subagent expense were accrued as of December 31,2003.  The $20,836 decrease in working capital surplus is due to a $21,061 increase in accounts payable attributable to increased legal and accounting fees related to the proposed acquisition of United and to year-end reporting obligations under the ExchangeAct.

            We estimate that Riverbend can satisfy its cash requirements, which we estimate to be approximately $30,000, for the next twelve (12) months with cash on hand,through commission

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revenue from current and future customer accounts and, if necessary, capital contributions from the majority stockholder.  However, there are no assurances that any of these potential funding sources will beavailable.  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 and conditions that may be unfavorable to us, if available atall.

            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 revenues are not anintegral part of our business plan, the commission payments provide us with additional revenue to help pay our operating costs.  For the three months ended March 31, 2004 and 2003, lease commission revenues were $743 and $705, 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 March 31, 2004, we have incurred $408 in interest expense payable to Mr. Nowalsky.

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**ITEM 3.          CONTROLS AND PROCEDURES**

            (a)     Evaluation of disclosure controls and procedures

            Our Principal Executive Officer and the Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of March 31,2004 in accordance with Rule 13a-15 under the Exchange Act.  Based on their evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that Riverbend’s disclosure controls and procedures are effective in enabling usto:
|       | •      | record, process, summarize and report within the time periods specified in the Security and Exchange Commission’s rules and forms, information required to be disclosed by Riverbend in the reports that it files or submitsunder the Exchange Act; and |
|--------------------------------|--------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |        |                                                                                                                                                                                                                                                               |
|       | •      | accumulate and communicate to management, as appropriate to allow timely decisions regarding required disclosure, information required to be disclosed by Riverbend in the reports that it files or submits under the ExchangeAct.                            |

            (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 March 31, 2004 that have materially affected, or are reasonable likely to materially affect, Riverbend’s internal control over financial reporting.

****-12-

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**PART II – OTHER INFORMATION**
| **ITEM 1.    ** | **LEGAL PROCEEDINGS.**                                   |
|------------------------------------------|----------------------------------------------------------|
| **     **       |                                 |
|                 | None                                                     |
| **     **       |                                 |
| **ITEM 2.    ** | **CHANGES IN SECURITIES AND USE OF PROCEEDS.**           |
| **     **       |                                 |
|                 | None                                                     |
| **     **       |                                 |
| **ITEM 3.    ** | **DEFAULT UPON SENIOR SECURITIES.**                      |
| **     **       |                                 |
| **     **       | None                                                     |
| **     **       |                                 |
| **ITEM 4.    ** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.** |
| **     **       |                                 |
| **     **       | None                                                     |
| **     **       |                                 |
| **ITEM 5.    ** | **OTHER INFORMATION.**                                   |
| **     **       |                                 |
| **     **       | None                                                     |
| **     **       |                                 |
| **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 |
|                                                            |                                                                      |
| (b)      Reports on Form 8-K |
|                                   |                                                                      |
| None                                                       |

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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:   January 20, 2005       | By: /s/ LEON NOWALSKY                           |
|                                                                             |      Leon Nowalsky                                                                                                                                       |
|                                                                             |      President and Treasurer                                                                                                                             |

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