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

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

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

Yes    X      No        

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

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

Yes ____  No ____

**APPLICABLE ONLY TO CORPORATE ISSUERS**

       State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  2,046,667 shares as of August 9,2004

       Transitional Small Business Disclosure Format (check one):

Yes           No    X   

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**RIVERBEND TELECOM, INC.FORM 10-QSB/A1June 30, 2004**

****

**INDEX**
| **Part I – Financial Information** | **Page**                                                                                                                                                                                |
|------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |                                                                                                                                                                                         |  |
| Item 1.                                  | Condensed Financial Statements                                                                                                                                                          |  |
|                 |                                                                                                                                                                                         |  |
|                                          | Condensed Balance Sheets                                                                                                                                                                | 3 |
|                 |                                                                                                                                                                                         |  |
|                                          | Condensed Statements of Operations – Three Months and Six Months Ended June 30, 2004 and 2003 and for the Period August 21, 2001 (inception) through June 30, 2004 | 4 |
|                 |                                                                                                                                                                                         |  |
|                                          | Condensed Statements of Cash Flows – Six Months Ended June 30, 2004 and 2003 and for the Period August 21, 2001 (inception) through June 30, 2004                  | 5 |
|                 |                                                                                                                                                                                         |  |
|                                          | Notes to Condensed Financial Statements                                                                                                                                                 | 6 - 7 |
|                 |                                                                                                                                                                                         |  |
| Item 2.                                  | Management’s Discussion and Analysis or Plan of Operation                                                                                                                         | 8 |
|                 |                                                                                                                                                                                         |  |
| Item 3.                                  | Controls and Procedures                                                                                                                                                                 | 13 |
|                 |                                                                                                                                                                                         |  |
|                 |                                                                                                                                                                                         |  |
| **Part II – Other Information**    |                                                                                                                                                                                         |
|                 |                                                                                                                                                                                         |  |
| Item 1.                                  | Legal Proceedings                                                                                                                                                                       | 14 |
|                 |                                                                                                                                                                                         |  |
| Item 2.                                  | Changes in Securities                                                                                                                                                                   | 14 |
|                 |                                                                                                                                                                                         |  |
| Item 3.                                  | Defaults Upon Senior Securities                                                                                                                                                         | 14 |
|                 |                                                                                                                                                                                         |  |
| Item 4.                                  | Submission of Matters to a Vote of Security Holders                                                                                                                                     | 14 |
|                 |                                                                                                                                                                                         |  |
| Item 5.                                  | Other Information                                                                                                                                                                       | 14 |
|                 |                                                                                                                                                                                         |  |
| Item 6.                                  | Exhibits and Reports on Form 8-K                                                                                                                                                        | 14 |
|                 |                                                                                                                                                                                         |  |
|                                          | Signatures                                                                                                                                                                              | 15 |

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**PART I.          FINANCIAL INFORMATION**

**ITEM 1.  FINANCIAL STATEMENTS**

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

| **ASSETS**                                                                                                                                                                                                    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                               | **June       30, 2004     Unaudited  ** | **December    31, 2003          Note 1      ** |
|                                                                                                                                                                                                               |  |  |
| Current Assets                                                                                                                                                                                                |  |  |
|    Cash                                                                                                                                                                                             | $         29,724  | $         36,080  |
|    Accrued phone commissions                                                                                                                                                                        | 3,581  | 20,500  |
|    Receivable – real estate commissions                                                                                                                                                       | 917  | 906  |
|    Due from United Check Services, LLC                                                                                                                                                              | 25,000 |            -  |
|    Inventory                                                                                                                                                                                        | 91  | 91  |
|                                                                                                                                                                                                               |  |  |
|                   Total Current Assets                                                                                   | 59,313  | 57,577  |
|                                                                                                                                                                                      |  |  |
| Receivable – real estate commissions                                                                                                                                                                    | 14,007  | 14,414  |
|                                                                                                                                                                                                               |  |  |
|                   Total Assets                                                                                           | $         73,320  | $         71,991  |
|                                                                                                                                                                                                               |  |  |
|                                                                                                                                                                                      |  |  |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                                                                                                                                |
|                                                                                                                                                                                      |  |  |
| Current Liabilities                                                                                                                                                                                           |  |  |
|    Accounts Payable                                                                                                                                                                                 | $         40,714  | $         13,525  |
|    Accrued Expenses                                                                                                                                                                                 | 1,870  | 11,306  |
|    Note Payable to Stockholder                                                                                                                                                                      | 5,000  | 5,000  |
|                                                                                                                                                                                                               |  |  |
|                                                                                                                                                                                                               | 47,584  | 29,831  |
|                                                                                                                                                                                                               |  |  |
| Stockholders’ Equity                                                                                                                                                                                    |  |  |
|    Common Stock; $.001 par value; 10,000,000 shares                     authorized; 2,046,667 issued | 2,047  | 2,047  |
|    Additional paid-in capital                                                                                                                                                                       | 55,051  | 55,051  |
|    Deficit accumulated during the development stage                                                                                                                                                 | (31,362) | (14,938) |
|                                                                                                                                                                                                               |  |  |
|                   Total Stockholders’ Equity                                                                       | 25,736  | 42,160  |
|                                                                                                                                                                                                               |  |  |
|                   Total Liabilities and Stockholders’ Equity                                                       | $        73,320  | $         71,991  |
|                                                                                                                                                                                                               |  |  |

*See accompanying Notes to Condensed Financial Statements*

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

****
|                                                                                             | **           Three Months            Ended June 30,** | **           Six Months            Ended June 30,** | **August 21, 2001****  ****(Inception)     through** |
|---------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|
|                                                                                             | **   2004**                                                                                                                                          | **   2003**                                                                                                                                        | **   2004**                                                                   | **   2003** | **June 30, 2004** |
|                                                                                             |                                                                                                                                                                     |                                                                                                                                                                   |                                                                                              |  |  |
| Revenues                                                                                    | $    12,003                                                                                                                                          | $   10,407                                                                                                                                              | $    21,052                                                                   | $    20,178 | $     156,644 |
|                                                                                             |                                                                                                                                                                     |                                                                                                                                                                   |                                                                                              |  |  |
| Cost of revenues                                                                            |         4,193                                                                                                                    |        5,212                                                                                                                        |         7,800                                             |       10,929 |          98,681 |
|                                                                                             |                                                                                                                                                                     |                                                                                                                                                                   |                                                                                              |  |  |
|      Gross profit                                                  |         7,810                                                                                                                    |        5,195                                                                                                                        |       13,252                                                   |         9,249 |          57,963 |
|                                                                                             |                                                                                                                                                                     |                                                                                                                                                                   |                                                                                              |  |  |
| Operating expenses:                                                                    |                                                                                                                                                                     |                                                                                                                                                                   |                                                                                              |  |  |
|   General and      administrative                        |   3,238                                                                                                                                                        |        4,982                                                                                               |       29,676                               |       16,891       |          89,325       |
|                                                                                             |                                                                                                                                                                     |                                                                                                                                                                   |                                                                                              |  |  |
|      Net income (loss)                                   | $      4,572                                                                                                                          | $        213                                                                                                                   | $   (16,424)                                                                  | $     (7,642) | $     (31,362) |
|                                                                                             |                                                                                                                                                                     |                                                                                                                                                                   |                                                                                              |  |  |
|                                                                                             |                                                                                                                                                                     |                                                                                                                                                                   |                                                                                              |  |  |
| Weighted average   number of shares   outstanding                       |   2,046,667                                                                                                                                                    |   2,046,667                                                                                                                                                  |   2,046,667                                                                             |    2,046,667 |  |
|                                                                                             |                                                                                                                                                                     |                                                                                                                                                                   |                                                                                              |  |  |
| Income (loss) per   share basic and   fully diluted | $   .00                                                                                                                                                   | $   .00                                                                                                                                                 | $    (.01)                                                                    | $   (.00) |  |
|                                                                                             |                                                                                                                                                                     |                                                                                                                                                                   |                                                                                              |  |  |

*See accompanying Notes to Condensed Financial Statements.*

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

|                                                                                                                                                                                                             | **Six Months Ended June 30,          ** | **August 21, 2001  **                                      |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------|----------------------------------------------------------------------|
|                                                                                                                                                                                                             | **2004          **                           | **2003          ** | **(inception) through June 30, 2004  ** |
|                                                                                                                                                                                    |                                                                                                |                                                                      |  |
| Cash Flows from Operating Activities                                                                                                                                                                        |                                                                                                |                                                                      |  |
|    Net loss                                                                                                                                                                                       | $      (16,424)                                                       | $      (7,642)                              | $        (31,362) |
|    Additional paid-in capital issued for      stockholder payment of organization      cost                                                               |       -                                                          |       -                                | 5,000  |
|    Receivable from United Check      Services, LLC for its planned      reimbursement of merger expenses      incurred by the Company | (25,000)                                                                                       |      -                                      | (25,000) |
|    Adjustments to reconcile net loss to      net cash provided (used) by        operating activities                                            |                                                                                                |                                                                      |  |
|           Decrease (Increase) in accrued             phone commissions                                  | 16,919                                                                                    | (854)                                                                | (3,581) |
|           Decrease in receivable – real             estate commission                             | 396                                                                                       | 364                                                             | 2,076  |
|           Increase (Decrease) in inventory                                                                                                                     |      -                                                                | (33)                                                                 | 7  |
|           Increase in accounts payable                                                                                                                         | 27,189                                                                                         | 3,252                                                           | 40,714  |
|           (Decrease) Increase in accrued             expenses                                                | (9,436)                                                                                        |         -                    | 1,870  |
|                                                                                                                                                                                                             |                                                                                                |                                                                      |  |
| Net Cash Used by Operating    Activities                                                                                                                                                          | (6,356)                                                                                        | (4,913)                                                              | (10,276) |
|                                                                                                                                                                                    |                                                                                                |                                                                      |  |
| Net Cash Provided by Investing    Activities                                                                                                                                                      |       -                                                          |       -                                | -  |
|                                                                                                                                                                                                             |                                                                                                |                                                                      |  |
| Cash Flows from Financing Activities      Proceeds from sale of common        stock                                                                       |        -                                                    | 35,000                                                          | 35,000  |
|      Loan from Stockholder                                                                                                                                                              |        -                                                    |       -                                | 5,000  |
|                                                                                                                                                                                                             |                                                                                                |                                                                      |  |
| Net Cash Provided by Financing    Activities                                                                                                                                                      |       -                                                          | 35,000                                                          | 40,000  |
|                                                                                                                                                                                                             |                                                                                                |                                                                      |  |
|           Net Increase in Cash                                                                                                                                 | (6,356)                                                                                        | 30,087                                                          | 29,724  |
|                                                                                                                                                                                    |                                                                                                |                                                                      |  |
|           Cash at beginning of period                                                                                                                          |            36,080                       | 4,722                                                           | -  |
|                                                                                                                                                                                                             |                                                                                                |                                                                      |  |
|           Cash at end of period                                                                                                                                | $       29,724                                              | $          34,809  | $             29,724  |
|                                                                                                                                                                                                             |                                                                                                |                                                                      |  |

*See accompanying Notes to Condensed Financial Statements.*

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

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

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

****
| 4)         Related Party Transactions                          |
|--------------------------------------------------------------------------------------------------------|
|                                                                     |  |
|                   | For the three months and six months ended June 30, 2004, the Company earned $4,567 and $6,352, respectively, from an assignment of commission revenues from Mr. Nowalsky’s wife.  The assignment agreement providesthat as consideration for Riverbend’s management of the agent business developed by Mr. Nowalsky’s wife, Riverbend will receive one-third of all commissions Mr. Nowalsky’s wife is entitled to receive from the use of telecommunication services byend-users sold by her or her network of subagents.  The assignment agreement is for an initial term of five years and may be extended by mutual agreement for two additional five-year periods. |
|                                                                     |  |
| 5)         Commitments                                         |
|                   |  |
|                                                                     | In July 2004, the Company entered into an agreement (subject to shareholder approval) providing for the acquisition of United Check Services, LLC (“United”).  The agreement provides for the Company to issue acontrolling interest of its restricted common stock in exchange for the contribution to the Company of United members’ equity interest in United. Once the transaction is completed, the former members of United will own 88.2% of the Company.  Thetransaction is expected to be accounted for as a reverse acquisition, except that no goodwill or other intangibles are recorded.  That is, the transaction, after the disposition of the Company’s assets and liabilities (discussed below), is equivalent tothe issuance of stock by United for the net monetary assets of the Company, accompanied by a recapitalization.

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

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

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**Item 2.**

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

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

            This Form 10-QSB/A1 for the quarter ended June 30, 2004 contains forward-looking statements within the meaning of Section 27A of the Securities Act of1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding, among other items, our growth strategies, anticipated trends in our business and our future results of operations, market conditions in the telecommunications industry andthe impact of governmental regulation.  These forward-looking statements are based largely on our expectations and are subject to a number of risks and uncertainties, many of which are beyond our control.  Actual results could differ materially from theseforward-looking statements as a result of, among other things:
|           | •        | Our ability to generate revenues and achieve market acceptance;             |
|--------------------------------------------------------|--------------------------------------------------|-----------------------------------------------------------------------------|
|           | •        | Our ability to keep pace with rapid technological change;                   |
|           | •        | Our ability to retain and attract experienced and knowledgeable personnel;  |
|           | •        | Our ability to enter into agreements with service providers and sub-agents; |
|           | •        | Our ability to market the services we offer; and                            |
|           | •        | Our ability to compete in the telecommunications industry.                  |

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

            Riverbend undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events orotherwise after the date of this Form 10-QSB/A1.  In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this Form 10-QSB/A1 may not occur and actual results could differ materially from those anticipated or impliedin the forward-looking statements.

**Executive Summary**

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

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            Riverbend is one of many companies with whom NAS enters into marketing relationships.  Pursuant to the agreement, NAS is responsible for all creditchecks, bad debt, collection costs and billing costs.  Our commissions are paid on billed revenues regardless of whether end-users pay their invoices to NAS. Consequently, we suffer no charge backs or usage on accounts that are delinquent in payment or writtenoff as bad debt. However, any commissions paid on delinquent accounts that are not eventually collected will, at the discretion of NAS, be subject to deduction against future commission payments.  Our agreement with NAS is through August 2005 although it can beterminated by NAS upon thirty (30) days notice.  If the agreement is terminated by NAS for reasons other than a material breach by Riverbend, we are entitled to residual commissions that survive the termination of the agreement provided that the monthlycommissionable revenue level, which consists of revenues billed by NUI Telecom, Inc. to customers solicited by Riverbend on behalf of NAS, remains greater than $500.

            The majority, 63% for the first six months of 2004 and 85% for 2003, of Riverbend’s revenues are generated from recurring commissions earned on the usageof each of the customers that the Company is responsible for providing to NAS.  The commission percentages earned varies and is based on the telecommunication services provided to the customers by NAS.

            Additionally, 30% of the Company’s revenues for the first six months of 2004 and 6% of the revenues for 2003 were earned from providing managementservices to Mr. Nowalsky’s wife.  These services included managing the network of sub-agents developed by Mr. Nowalsky’s wife. As consideration for its management services, Riverbend receives one-third of commissions received by Mr. Nowalsky’swife.

            Since 2002, commission revenues earned from NAS has decreased as a percentage of total revenues, exclusive of a one-time commission bonus from NAS in2003.  The percentage has gone from 90%, or $50,700, in 2002 to 63%, or $13,200, for the first six months of 2004.  The decline is due in large part to Riverbend no longer receiving commissions on house accounts and toll free numbers of Norcom, a companythat used to be owned by the shareholders of NAS but which is now owned by NUI Telecom, Inc.

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

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

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            On July 14, 2004, Riverbend entered into a Contribution Agreement (the “Agreement”) with Riverbend Holdings, Inc., a Colorado corporation thatis a newly-formed, wholly-owned subsidiary of Riverbend and all of the equity owners (the “United Members”) of United Check Services, L.L.C., a Louisiana limited liability company (“United”). Pursuant to the Agreement, which is subject tostockholder and regulatory approval, and related transactions, Riverbend will (i) transfer all of its assets, liabilities and other obligations to Riverbend Holdings in consideration for Riverbend Holdings common stock; (ii) distribute the Riverbend Holdings commonstock to the Riverbend stockholders; and (iii) issue to the United Members approximately 88.21% of the issued and outstanding shares of Riverbend common stock in exchange for all of their membership interests in United.  The Agreement also provides thatRiverbend will enter into an employment agreement with Walter Reid Green, Jr., the Chief Financial Officer of United, to serve in a similar capacity with Riverbend following the closing of the contribution and related transactions.  A copy of the Agreement wasattached as an exhibit to our Form 8-K filed July 21, 2004.

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

            Riverbend will file a proxy statement with the Securities and Exchange Commission to seek stockholder approval with respect to the transactions describedabove.  The transaction is expected to be completed and the closing to occur during the first quarter of Riverbend’s 2005 fiscal year.

****

**Results of Operations**

            In this section we provide more detailed information about our operating results and changes in financial position.  This section should be read inconjunction with the financial statements and related notes in this Form 10-QSB/A1.

**Six Months Ended June 30, 2004 compared to the Six Months Ended June 30, 2003.**

            Riverbend’s revenues for the six months ended June 30, 2004 were $21,052 compared to $20,178 for the same period last year.  The $874 favorablevariance is attributable to a $5,175 increase in commission income from Mr. Nowalsky’s wife, partially offset by a $4,021 decrease in commission income from NAS.  For the six months ended June 30, 2004, commission income earned from Mr. Nowalsky’swife was $6,352 compared to $1,177 for the same period last year.  For the six months ended June 30, 2004, commission income earned from NAS was $13,224 compared to $17,245 for the same period last year.

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

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            Riverbend’s cost of revenues for the six months ended June 30, 2004 were $7,800 compared to $10,929 for the same period last year.  The $3,129favorable variance is due primarily to a reduction in commission expense related to the decreased revenues from the Norcom house accounts and toll free calls described above.  Since Riverbend was no longer earning commission revenue on the Norcom house accountsand toll free calls, it no longer had to pay commissions to the sub-agent responsible for providing the Norcom account to the Company.  Thus, Riverbend incurred less commission expense.

            Riverbend’s general and administrative expenses for the six months ended June 30, 2004 were $29,676 as compared to $16,891 for the same period lastyear.  The $12,785 increase is mainly attributable to increased legal and accounting fees.

**Liquidity and Capital Resources**

            At June 30, 2004, Riverbend had $29,724 in cash and a $11,729 working capital surplus as compared to $36,080 in cash and a $27,746 working capital surplusat December 31, 2003.  The $16,017 decrease in working capital surplus is due to a $27,189 increase in accounts payable partially offset by a $9,436 decrease in accrued expenses.  The increase in accounts payable is mainly attributable to increasedlegal and accounting fees related to the proposed acquisition of Untied and to year-end reporting obligations under the Exchange Act.  The decrease in accrued expenses is due to a $10,961 payment to a subagent in March 2004.  This payment represented thesubagent’s share of a $17,217 one-time NAS bonus commission earned and recorded as a receivable by Riverbend as of December 31, 2003.

            Additionally, as of June 30, 2004, Riverbend accrued $25,000 as a receivable from United.  The $25,000 will be paid to Riverbend to reimburse it for aportion of its expenses related to its reorganization with United.

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

            The majority stockholder, President and Treasurer, Mr. Leon Nowalsky, has contributed capital to Riverbend previously.  In connection with our formation,he assigned to Riverbend the current and future rights to receive real estate commissions in connection with a November 5, 1991 lease agreement for real property located in Texas.  Mr. Nowalsky acquired the rights in August 2001 by paying $17,000 to a realestate broker who was entitled to receive as lease commissions 3% of the base monthly rental payable monthly over the primary term of the lease, which is through May 2, 2012, and any extensions thereof.  While such lease commission revenues are not anintegral part of our business plan, the commission payments provide us with

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additional revenue to help pay our operating costs.  For the six months ended June 30, 2004 and 2003, lease commission revenues were $1,477 and $1,402, respectively.

            In addition, Mr. Nowalsky loaned Riverbend $5,000 in August 2002.  The funds were used by us for working capital needs.  The loan is unsecured and itearns interest at a rate of 5%.  As of June 30, 2004, we have incurred $470 in interest expense payable to Mr. Nowalsky.

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**ITEM 3.          CONTROLS AND PROCEDURES**

            (a)     Evaluation of disclosure controls and procedures

            Our Principal Executive Officer and the Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of June 30,2004 in accordance with Rule 13a-15 under the Exchange Act.  Based on his evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that Riverbend’s disclosure controls and procedures are effective in enabling usto:
|       | •      | record, process, summarize and report within the time periods specified in the Security and Exchange Commission’s rules and forms, information required to be disclosed by Riverbend in the reports that it files or submitsunder the Exchange Act; and |
|--------------------------------|--------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |        |                                                                                                                                                                                                                                                               |
|       | •      | accumulate and communicate to management, as appropriate to allow timely decisions regarding required disclosure, information required to be disclosed by Riverbend in the reports that it files or submits under the ExchangeAct.                            |

            (b)     Changes in internal control over financing reporting

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

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**PART II – OTHER INFORMATION**
| **ITEM 1.    ** | **LEGAL PROCEEDINGS.**                                   |
|------------------------------------------|----------------------------------------------------------|
| **     **       |                                 |
|                 | None                                                     |
| **     **       |                                 |
| **ITEM 2.    ** | **CHANGES IN SECURITIES AND USE OF PROCEEDS.**           |
| **     **       |                                 |
|                 | None                                                     |
| **     **       |                                 |
| **ITEM 3.    ** | **DEFAULT UPON SENIOR SECURITIES.**                      |
| **     **       |                                 |
| **     **       | None                                                     |
| **     **       |                                 |
| **ITEM 4.    ** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.** |
| **     **       |                                 |
| **     **       | None                                                     |
| **     **       |                                 |
| **ITEM 5.    ** | **OTHER INFORMATION.**                                   |
| **     **       |                                 |
| **     **       | None                                                     |
| **     **       |                                 |
| **ITEM 6.    ** | **EXHIBITS AND REPORTS ON FORM 8-K.**                    |

****

| (a)                                                                                                                                                                                                                                                               | Exhibits                                                                                      |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                 |                                                                                               |
|                                                                                                                                                                                                                                                                                                 |                                                                      |
| 31.1                                                                                                                                                                                                                                                                                            | Principal Executive Officer Certification under Section 302 of the Sarbanes-Oxley Act of 2002 |
|                                                                                                                                                                                                                                                                                                 |                                                                      |
| 31.2                                                                                                                                                                                                                                                                                            | Principal Financial Officer Certification under Section 302 of the Sarbanes-Oxley Act of 2002 |
|                                                                                                                                                                                                                                                                                                 |                                                                      |
| 32.1                                                                                                                                                                                                                                                                                            | Principal Executive Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002 |
|                                                                                                                                                                                                                                                                                                 |                                                                      |
| 32.2                                                                                                                                                                                                                                                                                            | Principal Financial Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002 |
|                                                                                                                                                                                                                                                                                                 |                                                                      |
| (b)      Reports on Form 8-K                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                        |                                                                      |
| On July 21, 2004, Riverbend filed a Form 8-K under Item 5 to report the execution of the Contribution Agreement with Riverbend Holdings, Inc. and all of the equity owners of United Check Services, LLC.  A copy of theContribution Agreement was attached as an exhibit to the Form 8-K. |

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

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

|                                                                             | **RIVERBEND TELECOM, INC.**                                                                                                                                                       |
|-----------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                               |                                                                                                                                                     |
| Date:   January 20, 2005       | By: /s/ LEON NOWALSKY                           |
|                                                                             |      Leon Nowalsky                                                                                                                                       |
|                                                                             |      President and Treasurer                                                                                                                             |

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