**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 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-QSBMarch 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                                                                                                                                                    | 11 |
|                 |                                                                                                                                                                            |  |
|                 |                                                                                                                                                                            |  |
| **Part II – Other Information**    |                                                                                                                                                                            |
|                 |                                                                                                                                                                            |  |
| Item 1.                                  | Legal Proceedings                                                                                                                                                          | 12 |
|                 |                                                                                                                                                                            |  |
| Item 2.                                  | Changes in Securities                                                                                                                                                      | 12 |
|                 |                                                                                                                                                                            |  |
| Item 3.                                  | Defaults Upon Senior Securities                                                                                                                                            | 12 |
|                 |                                                                                                                                                                            |  |
| Item 4.                                  | Submission of Matters to a Vote of Security Holders                                                                                                                        | 12 |
|                 |                                                                                                                                                                            |  |
| Item 5.                                  | Other Information                                                                                                                                                          | 12 |
|                 |                                                                                                                                                                            |  |
| Item 6.                                  | Exhibits and Reports on Form 8-K                                                                                                                                           | 12 |
|                 |                                                                                                                                                                            |  |
|                                          | Signatures                                                                                                                                                                 | 13 |

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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 for the quarter ended March 31, 2004 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933and 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 and theimpact 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.  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 currently a developmental stage company.  Since inception, we have had no significant revenues from planned operations and have marketed on alimited basis telecommunication services for one primary reseller of long distance telephone services.  In August 2001, Riverbend entered into a non-exclusive marketing agreement with Norcom, Inc., a Florida based reseller of telecommunication services, tomarket long distance telephone services on behalf of Norcom for commission based compensation.  In March 2002, Norcom was purchased by NUI Telecom, Inc. and, through an assignment agreement, our agreement with Norcom was converted into a non-exclusive agreementwith Norcom Agency Services, Inc. (NAS), an entity whose shareholders had been shareholders of Norcom.  Riverbend is one of many companies with whom NAS enters into marketing relationships.  Under the agreement with NAS, which utilizes the network servicesof NUI Telecom, Inc., Riverbend is paid monthly sales commissions based on percentages of revenues generated by those customers provided to NAS, and previously provided to Norcom, through Riverbend’s marketing efforts.  The sales

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commission percentages vary and depend on the prices of the telecommunication services provided by NAS.  Additionally, the NAS agreement provides that Riverbend shall receive a one-time bonus commission based upon amultiple of two times the September 2003 usage revenue of customers that we solicited on behalf of NAS.  During the three months ended March 31, 2004, we collected $17,217 in bonus commissions that was accrued as a receivable as ofDecember 31, 2003.

            NAS is responsible for all credit checks, bad debt, collection costs and billing costs.  Our commissions are paid on billed revenues regardless of whetherend-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 bad debt. However, any commissions paid on delinquent accounts that are not eventually collected will, at the discretionof NAS, be subject to deduction against future commission payments.   Our agreement with NAS is through August 2005 although it can be terminated by NAS upon thirty (30) days notice.  If the agreement is terminated by NAS for reasons other than a materialbreach by Riverbend, we are entitled to residual commissions that survive the termination of the agreement provided that the monthly commissionable revenue level, which consists of revenues billed by NUI Telecom, Inc. to customers solicited by Riverbend on behalf ofNAS, remains greater than $500.

            The NAS agreement is currently the primary marketing agreement Riverbend has entered into and accounted for approximately 80% of our revenues for the threemonths ended March 31, 2004.  In the next twelve months, we may enter into agreements with other resellers of telecommunication services, however we have not had any significant discussions with any other resellers.  In our efforts to identifypotential resellers with whom we may enter into future agreements, our management attends industry conferences at which resellers are present and offering their products.  Our long term strategy is to achieve continued growth and profitability by focusing ourmarketing efforts on residential customers and small to medium sized businesses; by reducing our overall cost of delivering local and long distance telecommunications and prepaid calling card, data and internet services; by providing back office support for otherresellers; and by developing additional reseller and provider relationships and products to expand Riverbend’s target market and product mix while improving profit margin.  Riverbend is also developing a network of independent sub-agents, which we believeis the most cost-effective method to acquire new customer accounts.

            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.

**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.

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**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 unfavorablevariance is primarily attributable to NUI Telecom, Inc. deciding that commissions should not be paid to Riverbend on house accounts and toll free numbers of Norcom. Therefore, subsequent to the first quarter of 2003, Riverbend no longer received commissions on longdistance calls made by Norcom employees and on the toll free calls made by Norcom customers. The decreased commissions described above were offset in part by higher commissions attributable to other subagents and from a related party.

            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.  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.  Because Riverbend was earning less commission revenue, it was incurring lesscommission 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 fees related to the execution of the non-binding term sheet providing for the acquisition of United Check Services, LLC.

**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 bonus commission, of which $10,961 was paid to a subagent.  The $20,836 decrease in working capital surplus is due to a $21,061 increase in accounts payable mainlyattributable to increased legal fees related to the execution of a non-binding term sheet providing for the acquisition of United Check Services, LLC.  The increase in payables and corresponding decrease in working capital surplus is also due to higheraccounting fees related to year-end reporting obligations under the Exchange Act.

            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 revenue from current and future customer accounts and, if necessary, capital contributions from the majority shareholder.  However, there are no assurances that any of these potential funding sources will be available.  If the overalloutcome 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 at all.

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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 enable us to:
|       | •      | 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.

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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:   May 17, 2004       | By: /s/ LEON NOWALSKY                           |
|                                                                         |      Leon Nowalsky                                                                                                                                       |
|                                                                         |      President and Treasurer                                                                                                                             |

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