FORM 10-QSB
                 U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

               QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended SEPTEMBER 30, 2002     Commission File Number 000-49745

                         RIVERBEND TELECOM, INC.
         (Exact name of registrant as specified in its charter)

                 Nevada                               91-2150635
-------------------------------------------------------------------------
(State or other jurisdiction of incorporation      (I.R.S. Employer
             or organization)                     Identification No.)


826 Barracks Street      New Orleans, Louisiana                  70116
-------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip code)


Registrant's telephone number, including area code     (504) 524-2433
-------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
   last report.)


Indicate by check whether the registrant
(1) has filed all reports required to be
filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during
the preceding 12 months (or for such           Yes:  X
shorter period that the registrant was             -----
required to file such report(s), and
(2) has been subject to such filing             No:
requirements for the past 90 days.                 -----

Indicate the number of shares outstanding
of each of the issuer's classes of common
stock, as of the close of the period
covered by this report.



                                       Number of shares outstanding at
                                               September 30, 2002
          Class                                 2,000,000 shares
Common Stock, $.001 par value

<PAGE>
                         RIVERBEND TELECOM, INC.
                               FORM 10-QSB
                           September 30, 2002

                                  INDEX
                                  -----


PART I - FINANCIAL INFORMATION                                       PAGE
                                                                     ----

Item 1.   Condensed Financial Statements

          Condensed Balance Sheet. . . . . . . . . . . . . . . . . . . .3

          Condensed Statements of Operations - Three Months and
          Nine Months Ended September 30, 2002 and for the
          Period August 21, 2001 (inception) through
          September 30, 2002 . . . . . . . . . . . . . . . . . . . . . .4

          Condensed Statements of Cash Flows - Nine Months Ended
          September 30, 2002 and for the Period August 21, 2001
          (inception) through September 30, 2002 . . . . . . . . . . . .5

          Notes to Condensed Financial Statements. . . . . . . . . 6 - 10

Item 2.   Management's Discussion and Analysis or Plan of Operation. . 11


PART II - OTHER INFORMATION

Item 1.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . 15

Item 2.   Changes in Securities. . . . . . . . . . . . . . . . . . . . 15

Item 3.   Defaults Upon Senior Securities. . . . . . . . . . . . . . . 15

Item 4.   Submission of Matters to a Vote of Security Holders. . . . . 15

Item 5.   Other Information. . . . . . . . . . . . . . . . . . . . . . 15

Item 6.   Exhibits and Reports on Form 8-K/A . . . . . . . . . . . . . 15

          Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 16



                                  - 2 -
<PAGE>
Item 1.
                         RIVERBEND TELECOM, INC.
                      (A DEVELOPMENT STAGE COMPANY)

                        CONDENSED BALANCE SHEETS
                         - - - - - - - - - - - -
                                Unaudited

<TABLE>
<CAPTION>

                                 ASSETS
                                 ------

                                                    SEPTEMBER 30,
                                                       2002               DECEMBER 31,
                                                    (UNAUDITED)               2001
                                                    ------------          ------------
<S>                                                 <C>                   <C>
Current Assets
  Cash                                              $      2,136          $      7,378
  Receivables - real estate and telephone
    commissions (Note 2)                                   4,925                   706
  Inventory                                                  293                   169
                                                    ------------          ------------
          Total Current Assets                             7,354                 8,253

Receivable - real estate commissions (Note 2)             15,524                16,083
                                                    ------------          ------------

          Total Assets                              $     22,878          $     24,336
                                                    ============          ============


                  LIABILITIES AND STOCKHOLDERS' EQUITY
                  ------------------------------------

Current Liabilities
  Accounts payable                                  $     12,577          $      7,968
  Note payable                                             5,000                   -
                                                    ------------          ------------
          Total Current Liabilities                       17,577                 7,968
                                                    ------------          ------------

Stockholders' Equity
  Common Stock; $.001 par value; 10,000,000 shares
    authorized; 2,000,000 issued                           2,000                 2,000
  Additional paid-in capital                              20,098                20,098
  Deficit accumulated during the development stage       (16,797)               (5,730)
                                                    ------------          ------------
          Total Stockholders' Equity                       5,301                16,368
                                                    ------------          ------------

          Total Liabilities and Stockholders'
            Equity                                  $     22,878          $     24,336
                                                    ============          ============
</TABLE>



        See accompanying Notes to Condensed Financial Statements.

                                  - 3 -
<PAGE>
                         RIVERBEND TELECOM, INC.
                      (A DEVELOPMENT STAGE COMPANY)

                   CONDENSED STATEMENTS OF OPERATIONS
                   - - - - - - - - - - - - - - - - - -
                                Unaudited




<TABLE>
<CAPTION>
                                                                                  AUGUST 21, 2001
                                                  THREE MONTHS     NINE MONTHS      (INCEPTION)
                                                     ENDED            ENDED          THROUGH
                                                 SEPTEMBER 30,    SEPTEMBER 30,    SEPTEMBER 30,
                                                     2002             2002             2002
                                                     ----             ----             ----
<S>                                              <C>              <C>              <C>
Revenues                                         $     13,804     $     44,521     $     63,730

Cost of revenues                                       11,438           36,764           52,975
                                                 ------------     ------------     ------------

          Gross profit                                  2,366            7,757           10,755


operating expenses:
  General and administrative                            1,860           18,825           27,552
                                                 ------------     ------------     ------------

          Net loss                               $        506     $    (11,068)    $    (16,797)
                                                 ============     ============     ============




Weighted average number of shares
  outstanding                                       2,000,000        2,000,000
                                                 ============     ============

Earnings (loss) per share - basic and
  fully diluted                                  $     0.0003     $     (0.005)
                                                 ============     ============
</TABLE>









        See accompanying Notes to Condensed Financial Statements.

                                  - 4 -
<PAGE>
                         RIVERBEND TELECOM, INC.
                      (A DEVELOPMENT STAGE COMPANY)

                   CONDENSED STATEMENTS OF CASH FLOWS
                   - - - - - - - - - - - - - - - - - -
                                Unaudited




<TABLE>
<CAPTION>
                                                                        AUGUST 21, 2001
                                                    NINE MONTHS           (INCEPTION)
                                                       ENDED                THROUGH
                                                   SEPTEMBER 30,         SEPTEMBER 30,
                                                       2002                  2002
                                                       ----                  ----
<S>                                                 <C>                   <C>
Cash Flows from Operating Activities
  Net (loss)                                        $    (11,068)         $    (16,797)
  Additional paid-in-capital issued for
    shareholder payment of organization cost                                     5,000
  Adjustments to reconcile net loss to net cash
  (used) provided by operating activities
    Receivables - real estate and telephone
     commissions                                          (3,660)               (3,449)
    Inventory                                               (124)                 (196)
    Accounts payable                                       9,610                17,578
                                                    ------------          ------------


Cash (Used)Provided by Operating Activities               (5,242)                2,136
                                                    ------------          ------------

Cash Provided by Investing Activities                          0                     0
                                                    ------------          ------------

Cash Provided by Financing Activities                          0                     0
                                                    ------------          ------------

Net (Decrease) Increase in Cash                           (5,242)                2,136

Cash at beginning of the Period                            7,378                     0
                                                    ------------          ------------

Cash at end of Period                               $      2,136          $      2,136
                                                    ============          ============
</TABLE>









        See accompanying Notes to Condensed Financial Statements.

                                  - 5 -
<PAGE>
                         RIVERBEND TELECOM, INC.
                      (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO CONDENSED FINANCIAL STATEMENTS
                      - - - - - - - - - - - - - - -
                                UNAUDITED

                           SEPTEMBER 30, 2002


1)   Basis of presentation and nature of business
     --------------------------------------------

     a)   Basis of presentation
          ---------------------
          The Company is in the development stage as there have been no
          significant revenues earned from planned principal operations.
          The Company's policy is to prepare its financial statements on
          the accrual basis of accounting with a fiscal year end of
          December 31st.

          The interim unaudited financial statements in this report have
          been prepared in accordance with the United States Securities
          and Exchange Commission's Regulation S-B and consequently do
          not include all disclosures required under generally accepted
          accounting principles.  The interim 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, 2001, contained in the Company's
          registration statement filed on Form 10-SB.  The Form 10-SB
          includes information with respect to the Company's significant
          accounting and financial reporting policies and other pertinent
          information.  The Company believes that all adjustments of 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 entire year.

     b)   Nature of business
          ------------------
          The Company, which was incorporated under the laws of the State
          of Nevada on August 21, 2001, was organized to market as an
          independent sales agent telecommunication services for carriers
          and resellers of local and long distance telephone and prepaid
          calling cards and Internet services.  The Company will enter
          into contracts with various telecommunication carriers and
          resllers that will provide for an ongoing commission stream to
          the Company for local, long distance and Internet usage
          generated by each of the customers that the Company is
          responsible for providing to the carriers and resellers.



                                  - 6 -
<PAGE>
                         RIVERBEND TELECOM, INC.
                      (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO CONDENSED FINANCIAL STATEMENTS
                      - - - - - - - - - - - - - - -
                                UNAUDITED

                           SEPTEMBER 30, 2002

1)   Basis of presentation and nature of business (continued)
     --------------------------------------------------------

     b)   Nature of business (continued)
          ------------------------------
          As an independent sales agent, the Company is not responsible
          for transporting, billing and collecting for the usage
          associated with each customer.  The Company provides the
          customer specific information to the carrier or reseller who
          handles all of these functions.  The Company intends that under
          the majority of its contracts, the carrier or reseller will be
          contractually obligated to pay the Company commissions on a
          monthly basis for as long as each customer remains on the
          carrier or reseller's service or in some instances, for as long
          as the customers solicited by the Company maintain a specified
          volume or revenue with the specific carrier or reseller.  The
          Company records these monthly commissions as revenue.

          The Company recognizes revenues from the sale of prepaid
          calling cards at the time the cards are sold.  Provisions for
          discounts, returns, and other adjustments are provided for in
          the same period the related revenues are recorded.

          The Company has focused its marketing efforts on residential
          and small to medium sized businesses located primarily in
          Louisiana and the surrounding region.  As a method to acquire
          customer accounts, the Company intends to develop a network of
          independent sales agents.

2)   Summary of significant accounting policies
     ------------------------------------------

     a)   Major agency agreements
          -----------------------
          The Company earned 91% of its revenue for the three months and
          nine months ended September 30, 2002 from commissions paid by
          Norcom, Inc., a reseller of telecommunication services.  Under
          the terms of the non-transferable and non-exclusive agreement,
          Norcom, Inc. pays the Company commissions on all long distance
          revenues generated from customers provided to Norcom by the
          Company.  The agreement, which was executed in August 2001 and
          which can be terminated with 30 days notice, is for a period of
          two years; however, a new agreement may be entered into at the
          expiration of the current agreement.

                                  - 7 -
<PAGE>
                         RIVERBEND TELECOM, INC.
                      (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO CONDENSED FINANCIAL STATEMENTS
                      - - - - - - - - - - - - - - -
                                UNAUDITED

                           SEPTEMBER 30, 2002


2)   Summary of significant accounting policies (continued)
     ------------------------------------------------------

     a)   Major Agency Agreements (continued)
          -----------------------------------
          In connection with the above agreement, the Company entered
          into a verbal agreement with an individual to provide customers
          on the Company's behalf to Norcom, Inc.  The Company pays the
          individual the commission revenue that it receives each month
          from Norcom related to customers that the individual provides
          to Norcom, less $500, which the Company retains.  For the three
          months and nine months ended September 30, 2002, the Company
          incurred $10,944 and $35,672, respectively, in commission
          expense under this agreement.

     b)   Income taxes
          ------------
          Income taxes are generally provided for the tax effects of
          transactions reported in the financial statements and consist
          of taxes currently due plus deferred taxes related primarily to
          differences between the basis of assets for financial and
          income tax reporting.  The deferred tax assets and liabilities
          represent the future tax return consequences of those
          differences, which will either be taxable or deductible when
          the assets and liabilities are recovered or settled.

     c)   Earnings (loss) per share
          -------------------------
          The Company follows Statement of Financing 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 average number 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) per
          common 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 period
          presented.



                                  - 8 -
<PAGE>
                         RIVERBEND TELECOM, INC.
                      (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO CONDENSED FINANCIAL STATEMENTS
                      - - - - - - - - - - - - - - -
                                UNAUDITED

                           SEPTEMBER 30, 2002


3)   Receivable - real estate commissions
     ------------------------------------

          In August 2001, a majority shareholder assigned to the Company
          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.  The majority
          shareholder acquired the rights in August 2001 by paying
          $17,000 to a real estate 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.  In addition, the majority
          shareholder assigned to the Company the rights to receive a
          commission on the sale of the property by the lessor to the
          lessee during the primary term of the lease.  The Company
          recorded a receivable of $17,000 for the rights to receive
          lease commissions over the remaining primary term of the lease.
          The receivable earns interest at 17.6%.

          The lease can be renewed for three (3) consecutive periods of
          ten (10) years each, under the same terms and conditions as the
          primary term.  If the property were sold to the lessee doing
          the primary term, the Company would receive sales commissions
          ranging from 2.5% to 1.5% of the adjusted sales price depending
          on the year the property was sold.

          The base monthly rental is adjustable every three years based
          on the lesser of the increase in the national consumer price
          index or 18%.  In March 2002, the base monthly rental was
          adjusted resulting in the current monthly lease commission,
          which is payable by the lessor contingent on the lessor's
          collection of the base monthly rental from the lessee,
          increasing from $275 to $294.


4)   Commitments
     -----------

          As of September 30, 2002, Company activities have been
          conducted by corporate officers from either their homes or
          business offices.  Currently, there are no outstanding debts
          owed by the Company for these facilities and there are no
          commitments for future use of the facilities.

                                  - 9 -
<PAGE>
                         RIVERBEND TELECOM, INC.
                      (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO CONDENSED FINANCIAL STATEMENTS
                      - - - - - - - - - - - - - - -
                                UNAUDITED

                           SEPTEMBER 30, 2002


5)   Income taxes
     ------------

          The Company has not recorded any income tax expense or benefit
          for the three months and nine months ended September 30, 2002
          and for the period of August 21, 2001 (inception) through
          September 30, 2002. The Company has recorded an income tax
          valuation allowance equal to the benefit of income tax
          carryforwards because the Company has no history of earnings.

6)   Note payable
     ------------

          Note payable, dated August 15, 2002, to the majority
          stockholder in the amount of $5,000.  The note bears interest
          at 5% per annum, is payable on demand and is unsecured.  The
          note is in exchange for the majority stockholder paying certain
          expenses of the Company.









                                 - 10 -
<PAGE>
Item 2.
                         RIVERBEND TELECOM, INC.
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                            PLAN OF OPERATION

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

     This Form 10-QSB for the quarter ended September 30, 2002 contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 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 and the
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 these forward-looking statements as a result
of, among other things:

     *    Our ability to generate revenues and achieve market acceptance;
     *    Our ability to keep pace with rapid technological change;
     *    Our ability to retain and attract experienced and knowledgeable
          personnel;
     *    Our ability to enter into agreements with service providers and
          sub-agents;
     *    Our ability to market the services we offer; and
     *    Our ability to compete in the telecommunications industry.

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

     Riverbend undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise 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 the
forward-looking statements.

OVERVIEW

     Riverbend is currently a developmental stage company.  Since
inception, we have had no significant revenues from planned operations
and have marketed telecommunication services for resellers and carriers
of local and long distance telephone and internet services on a limited
basis. In August 2001, Riverbend entered into a marketing agreement with
Norcom, Inc., a reseller of telecommunication services, to market long
distance telephone services on behalf of Norcom for commission based
compensation.  This is currently the only marketing agreement Riverbend
has entered into and accounts for approximately 91% of our revenues.  In
the next twelve months, we intend to enter into agreements with other
resellers of telecommunication services, however we currently have not
had any significant discussions with any other resellers.  In our efforts
to identify potential 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 our
marketing efforts

                                 - 11 -
<PAGE>
on residential customers and small to medium sized businesses; by
reducing our overall cost of delivering local and long distance
telecommunications and internet services; by providing back office
support for other resellers; and by developing additional reseller and
provider relationships and products to expand Riverbend's target market
and product mix while improving profit margin.  Riverbend also intends to
develop a network of independent sub-agents, which Riverbend believes is
the most cost-effective method to acquire customer accounts.

PLAN OF OPERATION

     Since our inception, we have marketed retail telecommunication
services offered by one telecommunication reseller (Norcom) to small and
medium-sized business and residences primarily in the State of Louisiana
and the surrounding regions.  Riverbend functions as an independent sales
agent, offering the products and services of the reseller or carrier to
our customers on a retail basis.  We offer long distance, local and
prepaid calling card services, but may expand our offerings in the near
future.  By focusing our marketing efforts in a small geographic region,
we strive to provide our customers with more personalized service and
more frequent customer contact, which we hope will translate into
increased customer satisfaction and greater customer longevity.
Furthermore, we intend that our concentrated customer base will satisfy
voids in certain telecommunications resellers' or carriers' networks,
making such resellers or carriers more likely to engage the services of
Riverbend in their effort to diversify their customer base and expand
their service offerings to underserved markets.

     We do not own or operate any telecommunication networks or provide
any telecommunication services under our own private label.  We
anticipate that under the majority of our arrangements with
telecommunication resellers and carriers, we will receive a commission
based on the usage generated by each customer whom we are responsible for
providing to the reseller or carrier.  Riverbend will not be responsible
for transporting, billing or collecting for the usage associated with
each customer.  Rather, we will target and solicit customers on behalf of
the reseller or carrier and provide the customer information to the
reseller or carrier.  Each individual reseller or carrier will then be
responsible for transporting the minutes of usage and billing and
collecting for such usage.  We intend that under the majority of the our
contracts with telecommunication resellers and carriers, the reseller or
carrier will be contractually obligated to pay commissions to us on a
monthly basis for as long as each customer remains on the resellers' or
carrier's service.  We hope that in certain instances, we will be
entitled to receive commissions for as long as the customers solicited by
us maintain a specified volume or revenue with the specific reseller or
carrier.

     Riverbend's management has a cumulative twenty years of experience
in the telecommunications industry and we intend to leverage this
experience in an effort to identify and negotiate marketing agreements
with resellers and carriers that are favorable to us in terms of
commission payments and equity participation rights.  We believe that our
management has developed past relationships with the management personnel
at many of the telecommunications resellers and carriers with whom we
will seek to enter into agreements and that such relationships will
provide us with a competitive advantage over our competitors.  We believe
that the quality and experience of our current management team are
critical factors in the implementation of our growth strategy and our
ability to attract additional management personnel as we expand.

                                 - 12 -
<PAGE>
MAJOR CONTRACT

     As described elsewhere, in August 2001, we entered into an agreement
with Norcom, Inc. ("Norcom"), a Florida based reseller of
telecommunication services.  Pursuant to the agreement, we are entitled
to market local, long distance and pre-paid calling card services on
Norcom's behalf to commercial and residential customers on an agency
basis.  The agreement is non-exclusive and we are one of many companies
with whom Norcom enters into marketing relationships.  Norcom pays sales
commissions to us on a monthly basis equal to ten percent (10%) of all
revenues generated by those customers provided to Norcom through our
marketing efforts.  Norcom is responsible for all credit checks, bad
debt, collection costs and billing costs.  Our commissions are paid on
billed revenues regardless of whether end-users pay their invoices to
Norcom.  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 discretion of Norcom, be subject to deduction against future
commission payments.  Our agreement with Norcom is for an initial period
of two years and can be terminated by either party upon thirty (30) days
notice.

     Pursuant to our agreement with Norcom, we may engage sub-agents to
solicit customers for Norcom on our behalf.  Such sub-agents will be
unaffiliated parties and we will pay sub-agents a commission based upon a
portion of the commission revenue we receive each month from Norcom.
Commissions paid to individual sub-agents may vary depending upon the
amount of work Riverbend is required to perform for any particular
sub-agent (which may include accounting services and customer tracking
and monitoring) and the customer base the sub-agent is able to provide to
Riverbend.  Currently Riverbend has engaged one sub-agent to solicit
customers on Riverbend's behalf.

     We earned 91% of our revenue for the three months and nine months
ended September 30, 2002 from commissions paid by Norcom.  As described
above, in connection with our Norcom agreement, we entered into a verbal
agreement with an individual to provide customers on Riverbend's behalf
to Norcom.  We pay the individual the commission revenue that we receive
each month from Norcom, less $500, which we retain.  For the three months
and nine months ended September 30, 2002, we incurred $10,944 and
$35,672, respectively, in commission expense under this agreement.  In
the future, we will attempt to enter into sub-agent relationships that
provide for a more favorable commission structure to Riverbend.
Additionally, we will seek to enter into additional agreements with other
resellers and/or carriers, to market their services as well.

     Other than the activity described in this report, we have engaged in
very little business activity and have not hired any employees.
Management intends to raise additional capital through the sale of
securities in a private placement.  We estimate that Riverbend can
satisfy its cash requirements, which we estimate to be approximately
$25,000, for the next twelve (12) months.  We believe we can satisfy
these cash requirements through commission revenue from current and
future customer accounts.  In addition, we hope to raise $100,000 in the
next twelve months, to be used to help expand our business and for
general corporate purposes, including soliciting additional independent
sub-agents and developing marketing materials.  We intend to raise these
funds through the private placement of common stock to a limited number
of

                                 - 13 -
<PAGE>
investors pursuant to the exemptions from registration provided by
Section 4(2), Regulation D and Rule 506 of the Securities Act of 1933, as
amended. If we are unable to raise $100,000 through a private placement
of common stock, we may be limited in our ability to expand our business,
however, we believe we would still be able to grow at a much slower rate.

     Management does not anticipate that we will engage in any material
product research and development because we intend to serve as a marketer
of telecommunication services and not a direct provider.  Management does
not anticipate that we will purchase a plant or significant equipment and
we do not anticipate hiring any additional employees because our business
plan intends that we will utilize a network of independent sub-agents to
market our products and services.









                                 - 14 -
<PAGE>
                       PART II - OTHER INFORMATION


Item 1 - Legal Proceedings                NONE

Item 2 - Changes in Securities            NONE

Item 3 - Defaults 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

          99.1 Certification Pursuant to 18 U.S.C. Section 1250 as
               Adopted Pursuant to Section 908 of the Sarbanes-Oxley Act
               of 2002.

          99.2 Certification Pursuant to 18 U.S.C. Section 1350, as
               Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
               of 2002.

     (b)  Reports on Form 8-K

          None

______________________________










                                 - 15 -
<PAGE>
                               SIGNATURES
                               ----------


     Pursuant to the requirements of The Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                   RIVERBEND TELECOM, INC.



Date:  November 14, 2002           By: /s/  LEON NOWALSKY
                                      -----------------------------------
                                      Leon Nowalsky, President and
                                      Treasurer










                                 - 16 -
<PAGE>
                             CERTIFICATIONS

     I, Leon Nowalsky, certify that:

     1)   I have reviewed this quarterly report on Form 10-QSB of
Riverbend Telecom, Inc.;

     2)   Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report;

     3)   Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of Riverbend Telecom, Inc. as of, and for, the periods
presented in this quarterly report;

     4)   Riverbend Telecom, Inc.'s other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
Riverbend Telecom, Inc. and have:

          a)   Designed such disclosure controls and procedures to ensure
          that material information relating to Riverbend Telecom, Inc.,
          including its consolidated subsidiaries, is made known to us by
          others within those entities, particularly during the period in
          which this quarterly report is being prepared;

          b)   Evaluated the effectiveness of Riverbend Telecom, Inc.'s
          disclosure controls and procedures as of a date within 90 days
          prior to the filing date of this quarterly report (the
          "Evaluation Date"); and

          c)   Presented in this quarterly report our conclusions about
          the effectiveness of the disclosure controls and procedures
          based on our evaluation as of the Evaluation Date;

     5)   Riverbend Telecom, Inc.'s other certifying officers and I have
disclosed, based on our most recent evaluation, to Riverbend Telecom,
Inc.'s auditors and the audit committee of Riverbend Telecom, Inc.'s
board of directors (or persons performing the equivalent functions):

          a)   All significant deficiencies in the design or operation of
          internal controls which could adversely affect Riverbend
          Telecom, Inc.'s ability to record, process, summarize and
          report financial data and have identified for Riverbend
          Telecom, Inc.'s auditors any material weaknesses in internal
          controls; and

          b)   Any fraud, whether or not material, that involves
          management or other employees who have a significant role in
          Riverbend Telecom, Inc.'s internal controls; and

     6)   Riverbend Telecom, Inc.'s other certifying officers and I have
indicated in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

/s/ Leon Nowalsky
--------------------------
Leon Nowalsky
Title:  President
Date:  November 14, 2002

                                 - 17 -
<PAGE>
                             CERTIFICATIONS

     I, Leon Nowalsky, certify that:

     1)   I have reviewed this quarterly report on Form 10-QSB of
Riverbend Telecom, Inc.;

     2)   Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report;

     3)   Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of Riverbend Telecom, Inc. as of, and for, the periods
presented in this quarterly report;

     4)   Riverbend Telecom, Inc.'s other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
Riverbend Telecom, Inc. and have:

          a)   Designed such disclosure controls and procedures to ensure
          that material information relating to Riverbend Telecom, Inc.,
          including its consolidated subsidiaries, is made known to us by
          others within those entities, particularly during the period in
          which this quarterly report is being prepared;

          b)   Evaluated the effectiveness of Riverbend Telecom, Inc.'s
          disclosure controls and procedures as of a date within 90 days
          prior to the filing date of this quarterly report (the
          "Evaluation Date"); and

          c)   Presented in this quarterly report our conclusions about
          the effectiveness of the disclosure controls and procedures
          based on our evaluation as of the Evaluation Date;

     5)   Riverbend Telecom, Inc.'s other certifying officers and I have
disclosed, based on our most recent evaluation, to Riverbend Telecom,
Inc.'s auditors and the audit committee of Riverbend Telecom, Inc.'s
board of directors (or persons performing the equivalent functions):

          a)   All significant deficiencies in the design or operation of
          internal controls which could adversely affect Riverbend
          Telecom, Inc.'s ability to record, process, summarize and
          report financial data and have identified for Riverbend
          Telecom, Inc.'s auditors any material weaknesses in internal
          controls; and

          b)   Any fraud, whether or not material, that involves
          management or other employees who have a significant role in
          Riverbend Telecom, Inc.'s internal controls; and

     6)   Riverbend Telecom, Inc.'s other certifying officers and I have
indicated in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

/s/ Leon Nowalsky
--------------------------
Leon Nowalsky
Title:  Treasurer
Date:  November 14, 2002

                                 - 18 -