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

| (Mark one)                                                                                                                                                |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
| [X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934                                                          |
|                                                                                                                        |
| For the quarterly period ended **September 30, 2005**                                                                                                |
|                                                                                                                        |
| [   ]  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                                                                                                                   |
|                                                                                                                        |
| **UNITED eSYSTEMS, 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.) |
|                                                                                                                        |
| **15431 O’Neal Road Gulfport, MS  39503** (Address of Principal Executive Offices)                                                             | **(228) 832-1597** (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 shorterperiod that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    X      No        

            Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes           No    X   

            State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  18,291,667 shares as ofNovember 11, 2005

            Transitional Small Business Disclosure Format (check one):

Yes           No    X   

----

**UNITED eSYSTEMS, INC.FORM 10-QSBSeptember 30, 2005**

****

**INDEX**

| **Part I – Financial Information** | **Page**                                                        |
|------------------------------------------|-----------------------------------------------------------------|
|                 |                                                                 |  |
| Item 1.                                  | Financial Statements                                            |  |
|                 |                                                                 |  |
|                                          | Consolidated Balance Sheets                                     | 3 |
|                 |                                                                 |  |
|                                          | Consolidated Statements of Income                               | 4 |
|                 |                                                                 |  |
|                                          | Consolidated Statements of Cash Flows                           | 5 – 6 |
|                 |                                                                 |  |
|                                          | Notes to Consolidated Financial Statements                      | 7 – 9 |
|                 |                                                                 |  |
| Item 2.                                  | Management’s Discussion and Analysis or Plan of Operation | 10 |
|                 |                                                                 |  |
| Item 3.                                  | Controls and Procedures                                         | 17 |
|                 |                                                                 |  |
| **Part II – Other Information**    |                                                                 |
|                 |                                                                 |  |
| Item 1.                                  | Legal Proceedings                                               | 18 |
|                 |                                                                 |  |
| Item 2.                                  | Unregistered Sales of Equity Securities and Use of Proceeds     | 18 |
|                 |                                                                 |  |
| Item 3.                                  | Defaults Upon Senior Securities                                 | 18 |
|                 |                                                                 |  |
| Item 4.                                  | Submission of Matters to a Vote of Security Holders             | 18 |
|                 |                                                                 |  |
| Item 5.                                  | Other Information                                               | 18 |
|                 |                                                                 |  |
| Item 6.                                  | Exhibits                                                        | 19 |
|                 |                                                                 |  |
|                                          | Signatures                                                      | 20 |

-2-

----

**PART I.          FINANCIAL INFORMATION**

**ITEM 1.  FINANCIAL STATEMENTS**

| **UNITED eSYSTEMS, INC.CONSOLIDATED BALANCE SHEETS** |
|------------------------------------------------------|
|                                                      |  |   |  |
| **ASSETS**                                           |

|                                                                                                                                                                                                                                                                                                                                                                                                  | **September 30, 2005** |                                                                                                                    |        | **December 31, 2004** |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------|--------------------------------------------------------------------------------------------------------------------|--------|----------------------------|---|
|                                                                                                                                                                                                                                                                                                                                                                                             |                             |                                                                                                                    |        |                            |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                             |                                                                                                                    |        |                            |   |
|                                                                                                                                                                                                                                                                                                                                                                                                  | **(Unaudited)**             |                                                                                                                    |        | **(Audited)**              |   |
| **CURRENT ASSETS:                                                            ** |                        |                     |   |        |   |                     |   |
|          Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                       | $                           | 141,919                                                                                                            |        |                            | $ | 181,702 |  |
|          Restricted Cash                                                                                                                                                                                                                                                                                                                                 |                             | 890,070                                                                                                            |        |                            |   | 295,668 |  |
|          Certificate of Deposit                                                                                                                                                                                                                                                                                                                          |                             | 201,600                                                                                                            |        |                            |   | 200,000 |  |
|          Trade Receivables (net)                                                                                                                                                                                                                                                                                                                         |                             | 27,954                                                                                                             |        |                            |   | -- |  |
|          Other Receivables                                                                                                                                                                                                                                                                                                                               |                             | 69,451                                                                                                             |        |                            |   | -- |  |
|          Prepaid Expenses                                                                                                                                                                                                                                                                                                                                |                             | 7,257                                                                                                              |        |                            |   | 4,305 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                             |                                                                                                                    |        |                            |   |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                             |                             |                                                                                                                    |        |                            |   |  |  |
|                   Total Current Assets                                                                                                                                                                                                                                                                      |                             | 1,338,251                                                                                                          |        |                            |   | 681,675 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                             |                                                                                                                    |        |                            |   |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                             |                             |                                                                                                                    |        |                            |   |  |  |
| **PROPERTY AND EQUIPMENT, Net**                                                                                                                                                                                                                                                                                                                                                                  |                             | 133,906                                                                                                            |        |                            |   | 100,836 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                             |                                                                                                                    |        |                            |   |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                             |                             |                                                                                                                    |        |                            |   |  |  |
| **OTHER ASSETS**                                                                                                                                                                                                                                                                                                                                                                                 |                             |                                                                                                                    |        |                            |   |  |  |
|          Deposits                                                                                                                                                                                                                                                                                                                                        |                             | 32,620                                                                                                             |        |                            |   | 18,720 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                             |                                                                                                                    |        |                            |   |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                             |                             |                                                                                                                    |        |                            |   |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  | $                           | 1,504,777                                                                                                          |        |                            | $ | 801,231 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                             |                                                                                                                    |        |                            |   |  |  |
| ** **                                                                                                                                                                                                                                                                                                                                                                                       |                             |                                                                                                                    |        |                            |   |  |  |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                             |                             |                                                                                                                    |        |                            |   |  |  |
| **CURRENT LIABILITIES**                                                                                                                                                                                                                                                                                                                                                                          |                             |                                                                                                                    |        |                            |   |  |  |
|          ACH Settlements Payable                                                                                                                                                                                                                                                                                                                         | $                           | 890,070                                                                                                            |        |                            | $ | 292,669 |  |
|          Accounts Payable and Accrued Liabilities                                                                                                                                                                                                                                                                                                        |                             | 27,091                                                                                                             |        |                            |   | 47,652 |  |
|          Other Payables                                                                                                                                                                                                                                                                                                                                  |                             | 68,251                                                                                                             |        |                            |   | -- |  |
|          Customer Deposits                                                                                                                                                                                                                                                                                                                               |                             | 4,500                                                                                                              |        |                            |   | 3,500 |  |
|          Notes Payable to Stockholders                                                                                                                                                                                                                                                                                                                   |                             | 196,000                                                                                                            |        |                            |   | -- |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                             |                                                                                                                    |        |                            |   |  |  |
|                   Total Current Liabilities                                                                                                                                                                                                                                                                 |                             | 1,185,912                                                                                                          |        |                            |   | 343,821 |  |
|                                                                                                                                                                                                                                                                                                                                                                                             |                             |                                                                                                                    |        |                            |   |  |  |
| **LONG-TERM LIABILITIES**                                                                                                                                                                                                                                                                                                                                                                        |                             |                                                                                                                    |        |                            |   |  |  |
|          Notes Payable to Stockholders                                                                                                                                                                                                                                                                                                                   |                             | --                                                                                                                 |        |                            |   | 236,000 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                             |                                                                                                                    |        |                            |   |  |  |
|                   Total Long-Term Liabilities                                                                                                                                                                                                                                                               |                             | --                                                                                                                 |        |                            |   | 236,000 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                             |                                                                                                                    |        |                            |   |  |  |
|                   Total Liabilities                                                                                                                                                                                                                                                                         |                             | 1,185,912                                                                                                          |        |                            |   | 579,821 |  |
|                                                                                                                                                                                                                                                                                                                                                                                             |                             |                                                                                                                    |        |                            |   |  |  |
| **STOCKHOLDERS' EQUITY**                                                                                                                                                                                                                                                                                                                                                                         |                             | 318,865                                                                                                            |        |                            |   | 221,410 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                             |                                                                                                                    |        |                            |   |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  | $                           | 1,504,777                                                                                                          |        |                            | $ | 801,231 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                             |                                                                                                                    |        |                            |   |  |  |

The accompanying notes are an integral part of these financial statements.-3-

----

| **UNITED eSYSTEMS, INC.CONSOLIDATED STATEMENTS OF INCOME (Unaudited)** |
|------------------------------------------------------------------------|

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | **Three Months Ended September 30,**                                                                                     |        |                    |   | **Nine Months Ended September 30,**                                                                                 |        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---|--------------------------------------------------------------------------------------------------------------------------|--------|--------------------|---|--------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | **2005**                                                                                                                 |        |                    |   | **2004**                                                                                                                 |        |  |  | **2005** |  |  |  | **2004** |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                           |   |                      |   |     |   |                      |   |       |  |                      |   |     |  |                      |   |
| Revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | $ | 241,641                                                                                                                  |        |                    | $ | 258,314                                                                                                                  |        |  | $ | 527,337 |  |  | $ | 724,224 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Cost of Revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | 59,212                                                                                                                   |        |                    |   | 56,510                                                                                                                   |        |  |  | 109,263 |  |  |  | 162,282 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|      Gross Profit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | 182,429                                                                                                                  |        |                    |   | 201,804                                                                                                                  |        |  |  | 418,074 |  |  |  | 561,942 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Expenses:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|    Operating                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|       Personnel costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | 29,000                                                                                                                   |        |                    |   | 26,618                                                                                                                   |        |  |  | 82,266 |  |  |  | 74,486 |  |
|       Travel                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | 6,038                                                                                                                    |        |                    |   | 11,158                                                                                                                   |        |  |  | 14,941 |  |  |  | 17,196 |  |
|       Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | 36,762                                                                                                                   |        |                    |   | 40,051                                                                                                                   |        |  |  | 87,903 |  |  |  | 106,010 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|         Total Operating Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | 71,800                                                                                                                   |        |                    |   | 77,827                                                                                                                   |        |  |  | 185,110 |  |  |  | 197,692 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|    Selling, General & Administrative                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|       Personnel costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | 18,750                                                                                                                   |        |                    |   | 38,200                                                                                                                   |        |  |  | 56,250 |  |  |  | 90,900 |  |
|       Legal and accounting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | 22,996                                                                                                                   |        |                    |   | 12,414                                                                                                                   |        |  |  | 48,708 |  |  |  | 43,561 |  |
|       Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | 20,943                                                                                                                   |        |                    |   | 11,821                                                                                                                   |        |  |  | 39,325 |  |  |  | 42,432 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|         Total Selling, General & Administrative                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | 62,689                                                                                                                   |        |                    |   | 62,435                                                                                                                   |        |  |  | 144,283 |  |  |  | 176,893 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|      Total Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | 134,489                                                                                                                  |        |                    |   | 140,262                                                                                                                  |        |  |  | 329,393 |  |  |  | 374,585 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Income from operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | 47,940                                                                                                                   |        |                    |   | 61,542                                                                                                                   |        |  |  | 88,681 |  |  |  | 187,357 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Other Expense:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|       Interest Expense                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | 5,400                                                                                                                    |        |                    |   | --                                                                                                                       |        |  |  | 17,033 |  |  |  | -- |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Net Income before income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | 42,540                                                                                                                   |        |                    |   | 61,542                                                                                                                   |        |  |  | 71,648 |  |  |  | 187,357 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Income tax expense                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | 14,464                                                                                                                   |        |                    |   | 20,924                                                                                                                   |        |  |  | 24,360 |  |  |  | 63,701 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Net Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | $ | 28,076                                                                                                                   |        |                    | $ | 40,618                                                                                                                   |        |  | $ | 47,288 |  |  | $ | 123,656 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Net Income per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | $ | .01                                                                                                                      |        |                    | $ | .01                                                                                                                      |        |  | $ | .01 |  |  | $ | .01 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Weighted Average Common Shares   Outstanding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | 18,291,667                                                                                                               |        |                    |   | 17,361,667                                                                                                               |        |  |  | 17,807,931 |  |  |  | 17,361,667 |  |

| The accompanying notes are an integral part of these financial statements. |
|----------------------------------------------------------------------------|

-4-

----

| **UNITED eSYSTEMS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)** |
|----------------------------------------------------------------------------|

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | **Nine Months Ended September 30,** |                                                                                                                    |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------|--------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                    |                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | **2005**                                           |                                                                                                                    |  | **2004** |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                    |                                                                                                                    |  |  |  |
| **                                                                                                                        ** |                                               |                     |   |       |   |                     |  |
| **CASH FLOWS FROM OPERATING ACTIVITIES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                    |                                                                                                                    |  |  |  |  |  |
|    Net Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | $                                                  | 47,288                                                                                                             |  |  | $ | 123,656 |  |
|    Adjustments to Reconcile Net Income to Net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                    |                                                                                                                    |  |  |  |  |  |
|         Cash Provided by Operating Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                    |                                                                                                                    |  |  |  |  |  |
|             Depreciation and Amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                    | 18,376                                                                                                             |  |  |  | 27,958 |  |
|             (Increase) Decrease in Trade Receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                    | (27,954                                                                                                            | ) |  |  | (448 | ) |
|             (Increase) in Prepaid Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                    | (2,952                                                                                                             | ) |  |  | -- |  |
|             (Increase) in Certificate of Deposit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                    | (1,600                                                                                                             | ) |  |  |  |  |
|             Decrease in Payroll Advance Settlements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                    | --                                                                                                                 |  |  |  | 9,131 |  |
|             (Increase) Decrease in Other Receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                    | (69,451                                                                                                            | ) |  |  | 40,000 |  |
|             (Increase) in Deposits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                    | (13,900                                                                                                            | ) |  |  | (10,520 | ) |
|             Loss on Disposal of Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                    | 3,203                                                                                                              |  |  |  | -- |  |
|             (Increase) in Restricted Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                    | (594,402                                                                                                           | ) |  |  | (229,019 | ) |
|             Increase in ACH Settlements Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                    | 597,401                                                                                                            |  |  |  | 229,019 |  |
|             (Decrease) Increase in Accounts Payable and Accrued                Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                    | (20,561                                                                                                            | ) |  |  | 71,910 |  |
|             Increase in Other Payables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                    | 68,251                                                                                                             |  |  |  | -- |  |
|             Increase in Customer Deposits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                    | 1,000                                                                                                              |  |  |  | 1,000 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                    |                                                                                                                    |  |  |  |  |  |
|                  Net Cash Provided by Operating Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                    | 4,699                                                                                                              |  |  |  | 262,687 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                    |                                                                                                                    |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    |                                                                                                                    |  |  |  |  |  |
| **CASH FLOWS FROM INVESTING ACTIVITIES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                    |                                                                                                                    |  |  |  |  |  |
|    Acquisition of Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                    | (54,702                                                                                                            | ) |  |  | (94,652 | ) |
|    (Increase) in Certificate of Deposit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                    | --                                                                                                                 |  |  |  | (96,620 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                    |                                                                                                                    |  |  |  |  |  |
|                  Net Cash Used in Investing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                    | (54,702                                                                                                            | ) |  |  | (191,272 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                    |                                                                                                                    |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    |                                                                                                                    |  |  |  |  |  |
| **CASH FLOWS FROM FINANCING ACTIVITIES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                    |                                                                                                                    |  |  |  |  |  |
|    Proceeds from sale of restricted stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                    | 50,220                                                                                                             |  |  |  | -- |  |
| **  **Principal paid on notes payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                    | (40,000                                                                                                            | ) |  |  | -- |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                    |                                                                                                                    |  |  |  |  |  |
| **                **Net Cash Provided by Financing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                    | 10,220                                                                                                             |  |  |  | -- |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                    |                                                                                                                    |  |  |  |  |  |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                    |                                                                                                                    |  |  |  |  |  |
| **NET (DECREASE) INCREASE IN CASH AND    CASH EQUIVALENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                    | (39,783                                                                                                            | ) |  |  | 71,415 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                    |                                                                                                                    |  |  |  |  |  |
| **CASH AND CASH EQUIVALENTS -    BEGINNING OF PERIOD**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                    | 181,702                                                                                                            |  |  |  | 159,647 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                    |                                                                                                                    |  |  |  |  |  |
| **CASH AND CASH EQUIVALENTS - END OF PERIOD**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | $                                                  | 141,919                                                                                                            |  |  | $ | 231,062 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                    |                                                                                                                    |  |  |  |  |  |

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| **UNITED eSYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS *(Continued)* (Unaudited)** |
|-------------------------------------------------------------------------------------------|

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | **Nine Months Ended September 30,** |                                                                                                                    |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------|--------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                          |                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | **2005**                                 |                                                                                                                    |  | **2004** |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                          |                                                                                                                    |  |  |  |
| **                                                                                                                        ** |                                     |                     |   |       |   |                     |   |
| **SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING  AND FINANCING ACTIVITIES AND OTHER DISCLOSURES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                          |                                                                                                                    |  |  |  |  |  |
|    Conversion of Advances from Stockholders to Notes Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | $                                        | --                                                                                                                 |  |  | $ | 100,000 |  |
|    Distribution to Shareholders issued as a Note                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                          | --                                                                                                                 |  |  |  | 156,000 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                          |                                                                                                                    |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                                                                                                                    |  |  |  |  |  |
|    Increase in Note Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | $                                        | --                                                                                                                 |  |  | $ | 256,000 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                          |                                                                                                                    |  |  |  |  |  |
|    Cash Paid During the Period for Interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | $                                        | 17,033                                                                                                             |  |  | $ | 4,267 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                          |                                                                                                                    |  |  |  |  |  |

| The accompanying notes are an integral part of these financial statements. |
|----------------------------------------------------------------------------|

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| **UNITED eSYSTEMS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** |
|---------------------------------------------------------------------|

| **NOTE A**                                                                            | **   ** | **PLAN OF REORGANIZATION AND CONTRIBUTION AGREEMENT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------------------------------------------------------------------------------------------|------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                 |                        | **           **On March 30, 2005, Riverbend Telecom, Inc (Riverbend) entered into an Agreement and Plan of Reorganization (the“Spin-Off Agreement”) between Riverbend and Riverbend Holdings, Inc. (“Holdings”), its wholly owned subsidiary, pursuant to which Riverbend transferred all of its assets, liabilities and other obligations to Holdings in consideration forHoldings common stock.  In addition, Riverbend distributed all of Holdings common stock to the then-existing four (4) Riverbend stockholders (the “Spin-Off), on a pro rata basis, one share of Holdings common stock for each Riverbend share held by thestockholders.  Holdings was recently formed for the purpose of effecting the reorganization of Riverbend and the subsequent distribution of all of the Holdings common stock to Riverbend’s current stockholders.  Holdings has previously filed a Form10-SB with the Securities and Exchange Commission registering its common stock under Section 12(g) of the Securities Exchange Act of 1934.                                                                                        |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                 |                        | **           **Upon consummation of the Spin-Off, Riverbend completed the contribution transaction with United Check Services, LLC (United), aLouisiana limited liability company, according to the terms of a Contribution Agreement entered into on July 14, 2004, as amended by a Letter Agreement dated August 5, 2004 (collectively, the “Contribution Agreement”).  Pursuant to theContribution Agreement, the equity owners of United, Jeffery C. Swank and Paul J. Shovlain, contributed all of their limited liability membership interests in United to Riverbend in exchange for 15,315,000 shares of Riverbend’s common stock.  As a resultof this transaction, United became a wholly-owned subsidiary of Riverbend and Messrs. Swank and Shovlain became the majority stockholders of Riverbend.  The Riverbend stockholders who, prior to the effective date of the contribution transaction owned 100% of theoutstanding stock of Riverbend, now own approximately 12% of the issued and outstanding stock of Riverbend.  Messrs. Swank and Shovlain now own approximately 88% of the outstanding stock of Riverbend. |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                 |                        |             As a result of the Spin-Off, the current telecommunications business of Riverbend is now carried on by Holdings, and the automated clearing house servicesbusiness of United is now carried on by Riverbend, through its 100% ownership interest of United.  Pre-contribution Riverbend stockholders own both Riverbend common stock and 100% of the Holdings common stock.  Riverbend does not have any further ownershipinterest in Holdings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                 |                        |             On June 13, 2005, Riverbend effected a name change from Riverbend Telecom, Inc. to United eSystems, Inc. to better reflect the change in business operations asa result of the consummation of the Plan of Reorganization and the Contribution.  Accordingly, the unaudited financial statements contained within this 10-QSB reflect the consolidated business operations of United eSystems, Inc. and its wholly owned subsidiaryUnited Check Services, LLC, as of September 30, 2005 (the “Company”), and do not include any of the former business of Riverbend Telecom, Inc.  Pursuant to Item 9.01 of Form 8-K, on June 9, 2005, the Company filed its amended Form 8-Kcontaining its pro forma audited financial statements for the calendar year ended December 31, 2004.                                                                                                                                                                                                                                                                                                                                                    |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

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| **UNITED eSYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** |
|------------------------------------------------------------------------------------------|

| **NOTE B**                                                                            |         | **BASIS OF PRESENTATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------------------------------------------------------------------------------------|------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                 |         |             The consolidated financial statements include the accounts of United eSystems, Inc. and its subsidiary United Check Services, LLC.  All significantintercompany balances and transactions have been eliminated.  Certain financial information for prior periods has been reclassified to conform to the current presentation.                                                                                                                              |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                 |                        |             Pursuant to the rules and regulations of the Securities and Exchange Commission, certain financial information and disclosures have been condensed or omittedin preparing the consolidated financial statements presented in the quarterly report on Form 10-QSB.  The results of operations for the three and nine months ended September 30, 2005, are not necessarily indicative of the results to be expected for the yearended December 31, 2005. |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **NOTE C**                                                                            |                        | **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                 | **   ** | **NATURE OF OPERATIONS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                 |                        |             The Company, through its wholly-owned subsidiary United Check Services, LLC, provides automated clearinghouse (ACH) services and payroll advance services tobusinesses throughout the United States.  The operations center for the Company is located in Gulfport, Mississippi.                                                                                                                                                                                 |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                 |                        | **REVENUE RECOGNITION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                 |                        |             The Company charges customers a fee for its ACH clearing and Payroll Advance services.  For these transactions, the Company recognizes only the feesgenerated as revenue.  These fees are recognized as revenue when the Company has provided the service to its customers.                                                                                                                                                                                 |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                 |                        |            Fees for ACH clearing services are based on contractually determined rates with each individual customer.  Settlements paid tocustomers for ACH transactions are submitted to the customer net of fees due the Company.                                                                                                                                                                                                                                           |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                 |                        | **BASIS OF ACCOUNTING**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                 |                        |             The books and records of the Company are kept on the accrual basis of accounting, whereby revenues are recognized when earned and expenses are recognized whenincurred.                                                                                                                                                                                                                                                                                               |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                 |                        | **PROPERTY AND EQUIPMENT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                 |                        |             Property and equipment are stated at cost.  Depreciation is computed using accelerated methods over the estimated useful lives of the related assets,which is five years for office and computer equipment and three years for significant software.                                                                                                                                                                                                             |

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| **UNITED eSYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** |
|------------------------------------------------------------------------------------------|

| **NOTE C**                                                                            |                        | **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------------------------------------------------------------------------------------------|------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                 |                        | **STATEMENT OF CASH FLOW INFORMATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                 |                        |             For purposes of the Statements of Cash Flows, the Company considers all highly liquid investments purchased with an original maturity of three months or lessto be cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                 |                        | **USE OF ESTIMATES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                 |                        | **           **The preparation of financial statements in conformity with accounting principles generally accepted in the United States ofAmerica requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results coulddiffer from those estimates.                                                                                                                                                                                                                                                                                                                                                                |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                 |                        |             The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the financialcondition, results of operations, changes in stockholders’ equity and cash flows for the interim periods presented.  These adjustments are of a normal recurring nature and include appropriate estimated provisions.                                                                                                                                                                                                                                                                                                                                                                                                              |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **NOTE D**                                                                            | **   ** | **RESTRICTED CASH**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                 |                        |             Restricted cash consists primarily of funds maintained in the Company’s primary bank account to facilitate ACH transactions.  The Company hasrestricted this cash from operations in order to ensure that sufficient funds are maintained to process and settle customer’s ACH transactions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **NOTE E**                                                                            |                        | **NOTE PAYABLE TO STOCKHOLDERS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                 |                        |             On July 14, 2004, the two members of United agreed to take a distribution for the amount of undistributed earnings accumulated by United throughJune 30, 2004, which amounted to $156,000.  In order to ease the cash flow requirements on United, the members agreed to accept a note for the amount of the distribution.  The amount of the distribution was combined with the amount of advances owed byUnited to the two members of $100,000, and a note payable due to the Company’s members for the amount of $256,000 was established.  The note requires interest-only payments, at an annual percentage rate of 10%, for two years, with principal due uponmaturity.  As of September 30, 2005 the principal balance of these notes was $196,000. |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

-9-

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**Item 2.**

**UNITED eSYSTEMS, INC.MANAGEMENT’S DISCUSSION AND ANALYSIS ORPLAN OF OPERATION**

**Cautionary Statement**

            This Form 10-QSB includes forward-looking statements.  All statements other than statements of historical fact included in this report, including, withoutlimitation, the statements under the headings Management’s Discussion and Analysis or Plan of Operation regarding the Company’s results of operations, liquidity and capital resources, future development and production levels, business strategies, andother plans and objectives of management of the Company for future operations and activities, are forward-looking statements.  Although management of the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cangive no assurance that such expectations will prove to be correct.  These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected futuredevelopments and other factors it believes are appropriate under the circumstances.  Such statements are subject to a number of assumptions, risks and uncertainties, including the risk factors discussed below, general economic and business conditions, businessopportunities that may be presented to and pursued by the Company, changes in law or regulations, and other factors, many of which are beyond the control of the Company.  Readers are cautioned that any such statements are not guarantees of future performance andthe actual results or developments may differ materially from those projected in the forward-looking statements.  All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified intheir entirety by these cautionary statements.  Important factors that could cause actual results to differ materially include, among others:
|         | •        | Fluctuations in the prevailing prices of ACH processing services offered within the United States.                                |
|--------------------------------------------|--------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------|
|         | •        | Shortages in availability of qualified personnel.                                                                                 |
|         | •        | Legal and financial implications of an unexpected catastrophic event which may be associated with the Company’s operations. |
|         | •        | General domestic and international economic and political conditions.                                                             |
|                                            | •        | Regulatory or legislative changes that may effect processing of ACH transactions.                                                 |

**Executive Summary**

            On March 30, 2005, the Company (formerly known as “Riverbend Telecom, Inc.”) entered into an Agreement and Plan of Reorganization (the“Spin-Off Agreement”) with Riverbend Holdings, Inc. (“Holdings”), its wholly owned subsidiary, pursuant to which the Company transferred all of its assets, liabilities and other obligations to Holdings in consideration for Holdings commonstock.  In addition, the Company distributed all of Holdings common stock to the Company’s then-existing four (4) stockholders (the “Spin-Off), on a pro rata basis, one share of Holdings common stock for each share of the Company’s common stockheld by the stockholders.  Holdings was formed for the purpose of effecting the reorganization of the Company and the subsequent distribution of all of the Holdings common stock to the

-10-

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Company’s stockholders.  Holdings filed a Form 10-SB with the Securities and Exchange Commission registering its common stock under Section 12(g) of the Securities Exchange Act of 1934.

            Upon consummation of the Spin-Off, the Company completed the contribution transaction with United Check Services, L.L.C., a Louisiana limited liability company(“United”), according to the terms of a Contribution Agreement entered into on July 14, 2004, as amended by a Letter Agreement dated August 5, 2004 (collectively, the “Contribution Agreement”).  Pursuant to the ContributionAgreement, the equity owners of United, Jeffery C. Swank and Paul J. Shovlain, contributed all of their limited liability membership interests in United to the Company in exchange for 15,315,000 shares of the Company’s common stock.  As a result of thistransaction, United became a wholly-owned subsidiary of the Company and Messrs. Swank and Shovlain became the majority stockholders of the Company.  The Company’s stockholders who, prior to the effective date of the contribution transaction owned 100% ofthe outstanding stock of the Company, now own approximately 12% of the issued and outstanding stock of the Company.  Messrs. Swank and Shovlain now own approximately 88% of the outstanding stock of the Company.

            As a result of the Spin-Off, the former telecommunications business of the Company is carried on by Holdings, and the automated clearing house servicesbusiness of United is now carried on by the Company, through its 100% ownership interest of United.  Pre-contribution Company stockholders own both Company common stock and 100% of the Holdings common stock.  The Company does not have any ownership interestin Holdings.

            The officers and directors of the Company resigned as of March 30, 2005 and were replaced by Jeffery C. Swank, Paul J. Shovlain and Walter Reid Green,Jr.  United was a closely held limited liability company, and all of the membership interests were owned by Jeffery C. Swank and Paul J. Shovlain.  On May 25, 2005, Mr. Shovlain resigned as director of the Company to pursue other business interests,and simultaneously the remaining members appointed Ms. Monica Haab as director until the next regular election of directors.

            As described above, as a result of the Contribution Agreement, pre-contribution stockholders’ ownership interest in the Company, which became thebusiness of United, was substantially diluted.  However, as a result of the Spin-Off and distribution of Holdings’ shares, the original Company stockholders maintained their current ownership interest in the Company’s former telecommunicationsbusiness as represented by the Holdings’ common stock that was distributed to all of the pre-contribution Company stockholders.  The former officers and directors of the Company are the officers and directors of Holdings and are responsible for thecontinued operation of the telecommunications business of Holdings.

            The Spin-Off Agreement and the Contribution Agreement were approved by the Company’s stockholders at a special meeting held on March 30,2005.

            On June 13, 2005, the Company effected a name change from Riverbend Telecom, Inc. to United eSystems, Inc. to better reflect the business operationsfollowing the contribution.  At this time, all of the business operations of the Company are conducted through its wholly owned subsidiary United Check Services, LLC., and any reference to “United” or the “Company” represent theconsolidated business operations of both companies.

-11-

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            United is an Automated Clearing House service provider.  Also known as an ACH processor, it caters mostly to customers engaged in businesses that requiresignificant volumes of electronic transactions.  Such services may include direct deposit payroll service, check clearing services, automatic direct debit services, pay-day loan services, and other electronic bill paying services.  United acts as thecustomer’s ACH processor to clear transactions electronically through the Federal Reserve Banking System.  United is also paid electronically based on its transaction volume for each customer.  To date, the largest portion of United’s businessis derived from customers engaged in check cashing and payday loan services.  United has been engaged in the ACH processing business since 1998.

**Results of Operations**

            In this section, more detailed information is provided about the Company’s operating results and changes in financial position.  This section shouldbe read in conjunction with the financial statements and related notes in this Form 10-QSB.  All references to the “Company” are based upon the business operations of United, and do not include any of the former business operations of RiverbendTelecom, Inc., as a result of the Contribution Agreement and Spin-off, as described above in the Executive Summary section.

**Three Months and Nine Months Ended September 30, 2005 compared to the Three Months and Nine Months Ended September 30, 2004**

            The Company generates its revenues by providing Automated Clearing House (ACH) processing services for business customers.  The majority of theCompany’s customers utilize such services to collect their gross receipts or accounts receivable electronically.  However, ACH processing services may also be utilized for other purposes, including direct deposit of employee payroll, employee traveladvances, and intercompany transfers.  The Company recognizes revenue upon completion of the service being provided.

            Cost of revenues include the costs incurred in conjunction with the items processed.  These costs include the direct transactional costs incurred with theCompany’s clearing banks for ACH processing, plus the direct costs associated with the utilization of the Company’s ACH processing software.

            For the three months ended September 30, 2005, revenues were $241,641, compared to $258,314 for the three months ended September 30, 2004,representing a decrease of $16,673, or approximately 6%.  For the nine months ended September 30, 2005, revenues were $527,337, compared to $724,224 for the nine months ended September 30, 2004, representing a decrease of $196,887, or approximately27%.  Such decreases are mostly related to the discontinuance of processing services utilized by one of the Company’s significant customers.  (See *Legal Proceedings*).  This decrease in revenues was substantially reduced for the threemonths ended September 30, 2005, compared to the nine months ended September 30, 2005, as the Company continues to replace this lost revenue with business from new customers.  During 2005, the Company began to increase its marketing efforts, and began utilizingindependent sales organizations to improve the rate at which it obtains new customers.

            For the three months ended September 30, 2005, cost of revenues was $59,212, compared to $56,510 for the three months ended September 30, 2004,representing an increase of $2,702, or approximately 4%.  For the nine months ended September 30, 2005, cost of revenues was

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$109,263, compared to $162,282 for the nine months ended September 30, 2004, representing a decrease of $53,019, or approximately 33%.  The overall decrease in cost of revenues is mostly attributable to the decreasein revenues as previously described.

            For the three months ended September 30, 2005, the Company’s gross profit was $182,429, compared to $201,804 for the three months endedSeptember 30, 2004, representing a decrease of $19,375, or approximately 10%.  For the nine months ended September 30, 2005, the Company’s gross profit was $418,074, compared to $561,942 for the nine months ended September 30, 2004,representing a decrease of $143,868, or approximately 26%.  The decreases in gross profit are mostly attributable to the decrease in revenues from the loss of a significant customer as previously described.

            Operating expenses include costs of personnel, computers, supplies, internet services, delivery charges, telecommunications expenses, travel, and other costsassociated with the Company’s ACH processing operations.

            For the three months ended September 30, 2005, operating expenses were $71,800, compared to $77,827 for the three months ended September 30, 2004,representing a decrease of $6,027, or approximately 8%.  Such decreases related mostly to reductions in association dues ($3,950), office and utilities expense ($1,699), commissions ($3,253), training seminars ($5,985), and travel ($5,120) expenses.  Thereductions in association dues related to memberships in trade associations obtained during the prior year that were discontinued based on the limited benefits they provided to the Company’s operations.  Office and utilities expenses were reduced due tothe impact of Hurricane Katrina which made landfall on August 29, 2005, and caused the Company to be displaced from its processing facility in Gulfport, Mississippi for approximately three weeks.  The reduction in commission expenses related to commissions paidin the prior year associated with payroll advance services that were discontinued early in the current year.  Training seminars decreased as key Company managers attended certain technical training seminars in the prior year which were not repeated in thecurrent year.  The Company also reduced its travel expenses during the three months ended September 30, 2005, compared to the prior year, as many of these activities were curtailed while the Company was either displaced or returning and re-occupying itsoperating facilities in conjunction with the effects of Hurricane Katrina.  The reductions to operating expenses were partially offset by hurricane related expenses ($9,993), and increases in telephone expenses ($1,688) and personnel expenses ($2,381). Hurricane related expenses represent the costs associated with mobilizing key equipment and employees to a location not affected by Hurricane Katrina, which allowed the Company to continue processing for its customers without interruption.  The Companymaintained its remote operations for approximately three weeks until its employees were able to return to work at the regular processing facility in Gulfport, Mississippi.  The increase in personnel expenses represent increases in operating staff compared to thesame period in the prior year.

            For the nine months ended September 30, 2005, operating expenses were $185,110, compared to $197,692 for the nine months ended September 30, 2004,representing a decrease of $12,582, or approximately 6%.  Such decreases in operating costs related to decreases in telephone ($10,408), commissions ($6,701), lease expense ($4,500), office ($4,422), association dues ($3,580), entertainment ($2,442), travel($2,255), and utilities ($1,947) expenses, partially offset by increases in computer expenses ($3,633), hurricane related expenses ($9,993), personnel ($7,780), rent expenses ($6,071), and loss on disposal of property and equipment ($3,203).  These variancesreflect the improvement in negotiated telephone service rates,

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reductions in commissions and supplies associated with the loss of a significant customer, and reduced operating facility costs related to temporary facilities used in the first six months of the current year compared to thefirst six months of the prior year.  These reductions were partially offset by expenses incurred with the mobilization and maintenance of temporary remote operations in conjunction with Hurricane Katrina, increases in operating staff during the current yearcompared to the prior year, and the disposal of certain property and equipment in conjunction with the Company’s move to its new processing facility earlier in the current year.

            For the three months ended September 30, 2005, the Company’s selling, general, and administrative expenses were $62,689, compared to $62,435 for thethree months ended September 30, 2004, representing an increase of $254, or approximately 0%.  This increase is mostly due to increases in legal and accounting ($10,582) and marketing ($10,242).  The Company incurred greater legal costs associated withits dispute filed against a former significant customer (See *Legal Proceedings*).  Accounting expenses in the current quarter increased in conjunction with its SEC compliance requirements following the completion of its spin-off and contribution previouslydescribed.  The increases were partially offset by a reduction in personnel ($19,450) and employee search expenses ($1,152).    The Company reduced its personnel costs compared to the prior year by eliminating certain non-productive salespersonnel, and began increasing its use of independent sales organizations during the current year.

            For the nine months ended September 30, 2005, the Company’s selling, general, and administrative expenses were $144,283, compared to $176,893 forthe nine months ended September 30, 2004, representing a decrease of $32,610, or approximately 18%.  This decrease is primarily due to decreases in personnel ($34,650), employee search expenses ($1,805), and marketing ($1,301), partially offset by increasesin legal and accounting costs ($5,147).  The Company reduced certain non-productive marketing expenses and sales personnel costs, and began to increase its use of independent sales organizations during the nine months ended September 30, 2005, compared tothe same period in the prior year.  Such decreases were partially offset by greater legal and accounting expenses in conjunction with its audit and other SEC compliance requirements following the spin-off and contribution transactions.

            Net income for the three months ended September 30, 2005, was $28,076 compared to $40,618 for the three months ended September 30, 2004, representinga decrease of $12,542, or approximately 31%.  For the nine months ended September 30, 2005, net income was $47,288 compared to $123,656 for the nine months ended September 30, 2004, representing a decrease of $76,368, or approximately 62%.  Suchdecreases are mostly the result of the discontinuance of processing by one of the Company’s significant customers, partially offset by various reductions in operating and administrative costs as previously described.

**Liquidity and Capital Resources**

            As reflected in the Company’s Consolidated Statement of Cash Flows, net cash provided by operating activities for the nine months endedSeptember 30, 2005, was $4,699, compared to $262,687 for the nine months ended September 30, 2004, or a decrease of $257,988.  This decrease is primarily due to the decrease in net income of $76,368, the increase in trade receivables of $27,506, theincrease in other receivables of $109,451, and the decrease in accounts payable and accrued liabilities of $92,471, partially offset by the increase in other payables of $68,251.

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            Net cash used in investing activities was $54,702 for the nine months ended September 30, 2005, compared to $191,272 for the nine months ended September30, 2004, representing reductions in cash used in investing activities of $136,570.  Such reductions were attributable to decreases in acquisitions of property and equipment of $39,950, and the absence of any increases to certificates of deposit which occurredin the prior year in the amount of $96,620.

            Net cash provided by financing activities was $10,220 for the nine months ended September 30, 2005, compared to $0 for the nine months endedSeptember 30, 2004, representing proceeds from the sale of restricted stock of $50,220, partially offset by repayments of notes payable to stockholders of $40,000.

            On May 23, 2005, the Company completed a sale of 930,000 shares of restricted common stock to a total of nine accredited investors.  The grossproceeds from the sale was $50,220, and the offering was conducted pursuant to the exemption from registration available under Rule 506 of Regulation D of the Securities Act of 1933.  The proceeds from this sale were utilized to supplement the cash costsincurred by the Company in conjunction with the contribution transaction as previously described.

            As described elsewhere in this report, on July 14, 2004, United executed a Contribution Agreement to effect a reverse merger with Riverbend Telecom, Inc.,a reporting company under the Securities Exchange Act of 1934, for the purpose of becoming a public company to enhance the planned expansion of its operations.  On this date, the members of United agreed to take a distribution for the amount ofundistributed earnings accumulated by the Company through July 14, 2004, which amounted to $156,000.  In order to ease the cash flow requirements on the Company, the members agreed to accept a note for the amount of the distribution.  The amount of thedistribution was combined with the amount of advances due to the Company’s members of $100,000, and a note payable due to the Company’s members for the total amount of $256,000 was established.  The note requires interest-only payments, at an annualpercentage rate of 10%, for two years, with principal due upon maturity.  As of September 30, 2005, the principal balance of these notes was $196,000.  Accordingly, interest paid for the nine months ended September 30, 2005, of $17,033, relates tothese notes payable.

            To date the Company has financed its capital expenditure needs from cash flows generated from its operations.  At this time, management believes it hassufficient operations and existing non-restricted cash to fund its needs for the next twelve months.

            The Company’s future expansion is planned from two sources.  First, the Company plans to add sales personnel.  While there are certain startupcosts associated with this increase, the majority of additional sales costs will be funded through the additional sales produced from these selling activities.  Management plans to structure its sales compensation plans based on commissions only, and employ theuse of independent sales representatives already engaged in selling financial products and/or services that are complementary to ACH services.  Accordingly, management believes it can fund these sales activities from its internally generated cashflow.

            Second, management believes it will also expand future operations through acquisitions which are accretive to its current earnings at the time ofacquisition.  Going forward, management expects its public company status to enhance the Company’s ability to attract

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qualified personnel, obtain addition working capital, and facilitate acquisitions more effectively than could be accomplished by remaining a private, closely-held entity.

            During 2003, the Company entered into a three-year contract with one of its significant customers.  During the quarter ended December 31, 2004, thiscustomer had discontinued its processing with the Company.  After repeated efforts, the Company was unable to negotiate a mutually beneficial arrangement for cessation of future business with this customer.  On April 28, 2005, the Company filed suitagainst its former customer, alleging breach of contract among other things.  See *Legal Proceedings* for more information regarding this litigation.

            As disclosed in Note F of the Company’s audited financial statements for the year ended December 31, 2004, which were filed on Form 8-K/A onJune 9, 2005, the Company reported certain concentrations with significant customers, indicating that the Company had four customers amounting to approximately 93% of its ACH revenue.  For the nine months ended September 30, 2005, the Company had twocustomers that exceeded 10% of its gross revenue.  In total, these two customers amounted to approximately 71% of gross revenue.  Management believes that as it continues to implement its expansion efforts, it will continually reduce its concentration withmajor customers.

**Inflation**

            Inflation has not had a material effect on the operations of the Company in the past.  At the present time there is a substantial doubt that suchconditions will adversely effect the Company for the foreseeable future.

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**ITEM 3.     CONTROLS AND PROCEDURES**

            (a)     Evaluation of disclosure controls and procedures

            Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures as of September 30,2005 in accordance with Rule 13a-15 under the Exchange Act.  Based on their evaluation, they concluded that the Company’s disclosure controls and procedures are effective in enabling us to:
|         | •        | record, process, summarize and report within the time periods specified in the Securities and Exchange Commission’s rules and forms, information required to be disclosed by the Company in the reports that it files orsubmits under the Exchange Act; and |
|--------------------------------------------|--------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |               |                                                                                                                                                                                                                                                                   |
|         | •        | accumulate and communicate to management, as appropriate to allow timely decisions regarding required disclosure, information required to be disclosed by the Company in the reports that it files or submits under the ExchangeAct.                              |

            (b)     Changes in internal control over financing reporting

            There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurredduring the quarter ended September 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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**PART II – OTHER INFORMATION**

**ITEM 1.          LEGAL PROCEEDINGS.**

            *United Check Services, L.L.C.  v. Community Loans of America, Inc.,* (United States District Court, Eastern District of Louisiana, Civil Action No.05-1713):  On April 28, 2005, United Check Services, L.L.C. filed suit against Community Loans of America, Inc. (“CLA”), one of its former significant customers.  The complaint claims that CLA breached its written three year agreement withUnited, originally dated October 27, 2003, under which United had been providing automated clearing house (ACH) services for all of CLA’s payday loan store operations.  In addition to providing terms under which United would process ACH transactionsfor CLA, the agreement also included a non-disclosure and non-compete provision intended to protect United in exchange for United teaching CLA how to utilize ACH processing, and sharing certain proprietary information and processes to effect efficientprocessing.  The non-compete provision includes CLA, its affiliates, subsidiaries, successors and assigns, and extends for a period of five years following the termination of the agreement.  United seeks a judgment ordering specific performance under theagreement, and/or all other legal and equitable relief to which it is entitled based on its lost revenue under the agreement.

            On June 3, 2005, CLA filed its affirmative defenses, answer, and counterclaim denying the factual allegations in the complaint and alleging that theagreement does not obligate CLA to request any particular ACH transaction from United during the term of the agreement.  CLA also alleges that the non-compete clause is unenforceable and that CLA has been damaged as a result of a group of ACH transactions notreceived in a timely manner.  CLA is seeking whatever just and equitable relief may be awarded by the court.

            A trial date of March 13, 2006 has been set and the parties are currently in the discovery phase.

**ITEM 2.          UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.**

            Not Applicable.

**ITEM 3.          DEFAULT UPON SENIOR SECURITIES.**

            Not Applicable.

**ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**

            Not Applicable.

**ITEM 5.          OTHER INFORMATION.**

****

**           ** Not Applicable

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**ITEM 6.          EXHIBITS.**
| (a)    |       | Exhibits                                                                                      |
|--------|--------------------------------|-----------------------------------------------------------------------------------------------|
|   |                                |                                                                                               |
| 31.1   |                                | Principal Executive Officer Certification under Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2   |                                | Principal Financial Officer Certification under Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1   |                                | Principal Executive Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2   |                                | Principal Financial Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002 |

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

            In accordance with the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

|                                                                                                                                                                                                                                                                                                                                                                                                              | **UNITED eSYSTEMS, INC.**                                                                                          |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------|
|                                                                    |                                                                                      |
| Date:   November 18, 2005                                                                                                                                                                                                                                                                                                                                  | By: /s/ WALTER REID GREEN, JR.               |
|                                                                                                                                                                                                                                                                                                                                                                                                              |      Walter Reid Green, Jr.                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                              |      Chief Financial Officer                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                              |      (Principal Financial and Accounting Officer)                                         |

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