**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 June 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) |
|                                                                                       |
| RIVERBEND TELECOM, INC. (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:  18,291,667 shares as of August 9,2005

       Transitional Small Business Disclosure Format (check one):

Yes           No    X   

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**UNITED ESYSTEMS, INC.FORM 10-QSBJune 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 |
|                 |                                                                 |  |
|                                          | Notes to Consolidated Financial Statements                      | 6 – 8 |
|                 |                                                                 |  |
| Item 2.                                  | Management’s Discussion and Analysis or Plan of Operation | 9 |
|                 |                                                                 |  |
| Item 3.                                  | Controls and Procedures                                         | 15 |
|                 |                                                                 |  |
| **Part II – Other Information**    |                                                                 |
|                 |                                                                 |  |
| Item 1.                                  | Legal Proceedings                                               | 16 |
|                 |                                                                 |  |
| Item 2.                                  | Unregistered Sales of Equity Securities and Use of Proceeds     | 16 |
|                 |                                                                 |  |
| Item 3.                                  | Defaults Upon Senior Securities                                 | 16 |
|                 |                                                                 |  |
| Item 4.                                  | Submission of Matters to a Vote of Security Holders             | 17 |
|                 |                                                                 |  |
| Item 5.                                  | Other Information                                               | 17 |
|                 |                                                                 |  |
| Item 6.                                  | Exhibits                                                        | 18 |
|                 |                                                                 |  |
|                                          | Signatures                                                      | 19 |

-2-

----

**PART I.          FINANCIAL INFORMATION**

**ITEM 1.  FINANCIAL STATEMENTS**

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

|                                                                                                                                                                                                                                                                                                                                                                                                  | **June 30, 2005** |                                                                                                                    |        | **December 31, 2004** |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|--------------------------------------------------------------------------------------------------------------------|--------|----------------------------|---|
|                                                                                                                                                                                                                                                                                                                                                                                             |                        |                                                                                                                    |        |                            |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                        |                                                                                                                    |        |                            |   |
|                                                                                                                                                                                                                                                                                                                                                                                                  | **(Unaudited)**        |                                                                                                                    |        | **(Audited)**              |   |
| **CURRENT ASSETS:                                                            ** |                   |                     |   |        |   |                     |   |
|          Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                       | $                      | 147,994                                                                                                            |        |                            | $ | 181,702 |  |
|          Restricted Cash                                                                                                                                                                                                                                                                                                                                 |                        | 587,836                                                                                                            |        |                            |   | 295,668 |  |
|          Certificate of Deposit                                                                                                                                                                                                                                                                                                                          |                        | 201,600                                                                                                            |        |                            |   | 200,000 |  |
|          Trade Receivables (net)                                                                                                                                                                                                                                                                                                                         |                        | 4,700                                                                                                              |        |                            |   | -- |  |
|          Prepaid Expenses                                                                                                                                                                                                                                                                                                                                |                        | 4,832                                                                                                              |        |                            |   | 4,305 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                        |                                                                                                                    |        |                            |   |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                             |                        |                                                                                                                    |        |                            |   |  |  |
|                   Total Current Assets                                                                                                                                                                                                                                                                      |                        | 946,962                                                                                                            |        |                            |   | 681,675 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                        |                                                                                                                    |        |                            |   |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                             |                        |                                                                                                                    |        |                            |   |  |  |
| **PROPERTY, PLANT AND EQUIPMENT, Net        **                                                                                                                                                                                                                                                                                                           |                        | 132,350                                                                                                            |        |                            |   | 100,836 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                        |                                                                                                                    |        |                            |   |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                             |                        |                                                                                                                    |        |                            |   |  |  |
| **OTHER ASSETS**                                                                                                                                                                                                                                                                                                                                                                                 |                        |                                                                                                                    |        |                            |   |  |  |
|          Deposits                                                                                                                                                                                                                                                                                                                                        |                        | 32,020                                                                                                             |        |                            |   | 18,720 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                        |                                                                                                                    |        |                            |   |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                             |                        |                                                                                                                    |        |                            |   |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  | $                      | 1,111,332                                                                                                          |        |                            | $ | 801,231 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                        |                                                                                                                    |        |                            |   |  |  |
| ** **                                                                                                                                                                                                                                                                                                                                                                                       |                        |                                                                                                                    |        |                            |   |  |  |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                             |                        |                                                                                                                    |        |                            |   |  |  |
| **CURRENT LIABILITIES**                                                                                                                                                                                                                                                                                                                                                                          |                        |                                                                                                                    |        |                            |   |  |  |
|          ACH Settlements Payable                                                                                                                                                                                                                                                                                                                         | $                      | 587,836                                                                                                            |        |                            | $ | 292,669 |  |
|          Accounts Payable and Accrued Liabilities                                                                                                                                                                                                                                                                                                        |                        | 12,207                                                                                                             |        |                            |   | 47,652 |  |
|          Customer Deposits                                                                                                                                                                                                                                                                                                                               |                        | 4,500                                                                                                              |        |                            |   | 3,500 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                        |                                                                                                                    |        |                            |   |  |  |
|                   Total Current Liabilities                                                                                                                                                                                                                                                                 |                        | 604,543                                                                                                            |        |                            |   | 343,821 |  |
|                                                                                                                                                                                                                                                                                                                                                                                             |                        |                                                                                                                    |        |                            |   |  |  |
| **LONG-TERM LIABILITIES**                                                                                                                                                                                                                                                                                                                                                                        |                        |                                                                                                                    |        |                            |   |  |  |
|          Note Payable to Stockholders                                                                                                                                                                                                                                                                                                                    |                        | 216,000                                                                                                            |        |                            |   | 236,000 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                        |                                                                                                                    |        |                            |   |  |  |
|                   Total Long-Term Liabilities                                                                                                                                                                                                                                                               |                        | 216,000                                                                                                            |        |                            |   | 236,000 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                        |                                                                                                                    |        |                            |   |  |  |
|                   Total Liabilities                                                                                                                                                                                                                                                                         |                        | 820,543                                                                                                            |        |                            |   | 579,821 |  |
|                                                                                                                                                                                                                                                                                                                                                                                             |                        |                                                                                                                    |        |                            |   |  |  |
| **STOCKHOLDERS' EQUITY**                                                                                                                                                                                                                                                                                                                                                                         |                        | 290,789                                                                                                            |        |                            |   | 221,410 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  |                        |                                                                                                                    |        |                            |   |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                  | $                      | 1,111,332                                                                                                          |        |                            | $ | 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 June 30,**                                                                                     |        |                    |   | **Six Months Ended June 30,**                                                                                       |        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---|--------------------------------------------------------------------------------------------------------------------------|--------|--------------------|---|--------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | **2005**                                                                                                                 |        |                    |   | **2004**                                                                                                                 |        |  |  | **2005** |  |  |  | **2004** |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                            |   |                      |   |     |   |                      |   |       |  |                      |   |     |  |                      |   |
| Revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                     | $ | 149,451                                                                                                                  |        |                    | $ | 232,764                                                                                                                  |        |  | $ | 284,097 |  |  | $ | 465,910 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Cost of Revenues                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | 26,444                                                                                                                   |        |                    |   | 55,130                                                                                                                   |        |  |  | 50,052 |  |  |  | 105,772 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|      Gross Profit                                                                                                                                                                                                                                                                                                                                                                                                                   |   | 123,007                                                                                                                  |        |                    |   | 177,633                                                                                                                  |        |  |  | 234,045 |  |  |  | 360,138 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Expenses:                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|    Operating                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|       Personnel costs                                                                                                                                                                                                                                                                                                                                                                                                          |   | 24,266                                                                                                                   |        |                    |   | 24,332                                                                                                                   |        |  |  | 53,266 |  |  |  | 47,868 |  |
|       Travel                                                                                                                                                                                                                                                                                                                                                                                                                   |   | 5,435                                                                                                                    |        |                    |   | 3,412                                                                                                                    |        |  |  | 8,903 |  |  |  | 6,038 |  |
|       Other                                                                                                                                                                                                                                                                                                                                                                                                                    |   | 26,630                                                                                                                   |        |                    |   | 35,865                                                                                                                   |        |  |  | 51,141 |  |  |  | 65,959 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|         Total Operating Expenses                                                                                                                                                                                                                                                                                                                                                                                     |   | 56,331                                                                                                                   |        |                    |   | 63,609                                                                                                                   |        |  |  | 113,310 |  |  |  | 119,865 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|    Selling, General & Administrative                                                                                                                                                                                                                                                                                                                                                                                                      |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|       Personnel costs                                                                                                                                                                                                                                                                                                                                                                                                          |   | 18,750                                                                                                                   |        |                    |   | 32,550                                                                                                                   |        |  |  | 37,500 |  |  |  | 52,700 |  |
|       Legal and accounting                                                                                                                                                                                                                                                                                                                                                                                                     |   | 15,343                                                                                                                   |        |                    |   | 10,092                                                                                                                   |        |  |  | 25,712 |  |  |  | 31,147 |  |
|       Other                                                                                                                                                                                                                                                                                                                                                                                                                    |   | 11,462                                                                                                                   |        |                    |   | 23,827                                                                                                                   |        |  |  | 18,382 |  |  |  | 30,611 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|         Total Selling, General & Administrative                                                                                                                                                                                                                                                                                                                                                                  |   | 45,555                                                                                                                   |        |                    |   | 66,469                                                                                                                   |        |  |  | 81,594 |  |  |  | 114,458 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|      Total Expenses                                                                                                                                                                                                                                                                                                                                                                                                                 |   | 101,886                                                                                                                  |        |                    |   | 130,078                                                                                                                  |        |  |  | 194,904 |  |  |  | 234,323 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Income from operations                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | 21,121                                                                                                                   |        |                    |   | 47,555                                                                                                                   |        |  |  | 39,141 |  |  | $ | 125,815 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Other Income (expense):                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|       Interest Income                                                                                                                                                                                                                                                                                                                                                                                                          |   | 1,600                                                                                                                    |        |                    |   |                                                                                                                          |        |  |  | 1,600 |  |  |  |  |  |
|       Interest (Expense)                                                                                                                                                                                                                                                                                                                                                                                                       |   | (5,733                                                                                                                   | )      |                    |   | --                                                                                                                       |        |  |  | (11,633 | ) |  |  | -- |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Net Income before income taxes                                                                                                                                                                                                                                                                                                                                                                                                                               |   | 16,988                                                                                                                   |        |                    |   | 47,555                                                                                                                   |        |  |  | 29,108 |  |  |  | 125,815 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Income tax expense                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | 5,776                                                                                                                    |        |                    |   | 16,169                                                                                                                   |        |  |  | 9,897 |  |  |  | 42,777 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Net Income                                                                                                                                                                                                                                                                                                                                                                                                                                                   | $ | 11,212                                                                                                                   |        |                    | $ | 31,386                                                                                                                   |        |  | $ | 19,211 |  |  | $ | 83,038 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Net Income per Share                                                                                                                                                                                                                                                                                                                                                                                                                                         | $ | .01                                                                                                                      |        |                    | $ | .01                                                                                                                      |        |  | $ | .01 |  |  | $ | .01 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                          |        |                    |   |                                                                                                                          |        |  |  |  |  |  |  |  |  |
| Weighted Average Common Shares   Outstanding                                                                                                                                                                                                                                                                                                                                                                                                       |   | 17,760,238                                                                                                               |        |                    |   | 17,361,667                                                                                                               |        |  |  | 17,562,054 |  |  |  | 17,361,667 |  |

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

-4-

----

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

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **Six Months Ended June 30,** |                                                                                                                    |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------|--------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                    |                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **2005**                           |                                                                                                                    |  | **2004** |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                    |                                                                                                                    |  |  |  |
| **                                                                                                         ** |                               |                     |   |       |   |                     |  |
| **CASH FLOWS FROM OPERATING ACTIVITIES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                    |                                                                                                                    |  |  |  |  |  |
|    Net Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | $                                  | 19,211                                                                                                             |  |  | $ | 83,038 |  |
|    Adjustments to Reconcile Net Income to Net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                    |                                                                                                                    |  |  |  |  |  |
|         Cash Provided by Operating Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                    |                                                                                                                    |  |  |  |  |  |
|             Depreciation and Amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                    | 12,740                                                                                                             |  |  |  | 15,976 |  |
|             (Increase) Decrease in Trade Receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                    | (4,700                                                                                                             | ) |  |  | (413 | ) |
|             (Increase) in Prepaid Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                    | (527                                                                                                               | ) |  |  | -- |  |
|             (Increase) in Certificate of Deposit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                    | (1,600                                                                                                             | ) |  |  |  |  |
|             Decrease in Payroll Advance Settlements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                    | --                                                                                                                 |  |  |  | 9,131 |  |
|             (Increase) Decrease in Other Receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                    | --                                                                                                                 |  |  |  | 40,000 |  |
|             Loss on Disposal of Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                    | 2,524                                                                                     |  |  |  | -- |  |
|             (Increase) in Restricted Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                    | (292,168                                                                                                           | ) |  |  | (294,907 | ) |
|             Increase in ACH Settlements Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                    | 295,167                                                                                                            |  |  |  | 227,437 |  |
|             (Decrease) Increase in Accounts Payable and Accrued                Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                    | (35,445                                                                                                            | ) |  |  | 46,141 |  |
|             Increase (Decrease) in Customer Deposits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                    | 1,000                                                                                                              |  |  |  | (3,020 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                    |                                                                                                                    |  |  |  |  |  |
|                  Net Cash (Used) Provided by Operating Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                    | (3,798)                                                                                                            |  |  |  | 123,383 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                    |                                                                                                                    |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                    |                                                                                                                    |  |  |  |  |  |
| **CASH FLOWS FROM INVESTING ACTIVITIES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                    |                                                                                                                    |  |  |  |  |  |
|    Acquisition of Property, Plant and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                    | (46,830                                                                                                            | ) |  |  | (88,925 | ) |
|    Increase in Deposits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                    | (13,300                                                                                                            | ) |  |  | -- |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                    |                                                                                                                    |  |  |  |  |  |
|                  Net Cash Used in Investing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                    | (60,130                                                                                                            | ) |  |  | (88,925 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                    |                                                                                                                    |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                    |                                                                                                                    |  |  |  |  |  |
| **CASH FLOWS FROM FINANCING ACTIVITIES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                    |                                                                                                                    |  |  |  |  |  |
|    Proceeds from sale of restricted stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                    | 50,220                                                                                                             |  |  |  | -- |  |
| **  **Principal paid on notes payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                    | (20,000                                                                                                            | ) |  |  | -- |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                    |                                                                                                                    |  |  |  |  |  |
| **                **Net Cash Used in Financing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                    | 30,220                                                                                                             |  |  |  | -- |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                    |                                                                                                                    |  |  |  |  |  |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                    |                                                                                                                    |  |  |  |  |  |
| **NET (DECREASE) INCREASE IN CASH AND    CASH EQUIVALENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                    | (33,708                                                                                                            | ) |  |  | 34,458 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                    |                                                                                                                    |  |  |  |  |  |
| **CASH AND CASH EQUIVALENTS -    BEGINNING OF PERIOD**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                    | 181,702                                                                                                            |  |  |  | 159,647 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                    |                                                                                                                    |  |  |  |  |  |
| **CASH AND CASH EQUIVALENTS - END OF PERIOD**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | $                                  | 147,994                                                                                                            |  |  | $ | 194,105 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                    |                                                                                                                    |  |  |  |  |  |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                    |                                                                                                                    |  |  |  |  |  |
| **SUPPLEMENTAL DISCLOSURES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                    |                                                                                                                    |  |  |  |  |  |
|    Cash Paid During the Period for Interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | $                                  | 11,633                                                                                                             |  |  | $ | -- |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                    |                                                                                                                    |  |  |  |  |  |

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

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

| **NOTE A**                                                                            | **   ** | **PLAN OF REORGANIZATION AND CONTRIBUTION AGREEMENT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------------------------------------------------------------------------------------------|------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                 |                        | **           **On March 30, 2005, 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 for Holdings common stock.  Inaddition, 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 the stockholders.  Holdings wasrecently 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 Form 10-SB with the Securities andExchange 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, a Louisianalimited 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 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 Riverbend in exchange for 15,315,000 shares of Riverbend’s common stock.  As a result of thistransaction, 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, the Company effected a name change from Riverbend Telecom, Inc. to United eSystems, Inc. to better reflect the change in business operationsas a 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 ownedsubsidiary United Check Services, LLC, as of June 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 ESYTEMS, 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 six months ended June 30, 2005, are not necessarily indicative of the results to be expected for the year endedDecember 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, plant and equipment are stated at cost.  Depreciation is computed using accelerated methods over the estimated useful lives of the relatedassets, which is five years for office and computer equipment and three years for significant software                                                                                                                                                                                                 |

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

| **NOTE C**                                                                            |         | **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES****(CONTINUED)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------------------------------------------------------------------------------------------|------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                 |                        | **STATEMENT OF CASH FLOW INFORMATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                 |                        |             For purposes of the Statement of Cash Flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less tobe 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 June 30, 2005 the principal balance of these notes was $216,000. |
|                 |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

-8-

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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

-9-

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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 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.

-10-

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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 Six Months Ended June 30, 2005 compared to the Three Months and Six Months Ended June 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 June 30, 2005, revenues were $149,451, compared to $232,764 for the three months ended June 30, 2004, representing adecrease of $83,313, or approximately 36%.  For the six months ended June 30, 2005, revenues were $284,097, compared to $465,910 for the six months ended June 30, 2004, representing a decrease of $181,813, or approximately 39%.  Such decreases aremostly related to the discontinuance of processing services utilized by one of the Company’s significant customers.  (See Part II, Item 1 of this report for more information).

            For the three months ended June 30, 2005, cost of revenues was $26,444, compared to $55,130 for the three months ended June 30, 2004, representing adecrease of $28,686, or approximately 52%.  For the six months ended June 30, 2005, cost of revenues was $50,052, compared to $105,772 for the six months ended June 30, 2004, representing a decrease of $55,720, or approximately 53%.  The overalldecrease in cost of revenues is mostly attributable to the decrease in revenues as previously described.

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            For the three months ended June 30, 2005, the Company’s gross profit was $123,007, compared to $177,633 for the three months ended June 30,2004, representing a decrease of $54,626, or approximately 31%.  For the six months ended June 30, 2005, the Company’s gross profit was $234,045, compared to $360,138 for the six months ended June 30, 2004, representing a decrease of $126,093, orapproximately 35%.  The decreases in gross profit are mostly attributable to the decrease in revenues 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 June 30, 2005, operating expenses were $56,331, compared to $63,609 for the three months ended June 30, 2004, representinga decrease of $7,278, or approximately 11%.  Such decreases related mostly to reductions in telephone ($1,311), rent expense ($2,100), commissions ($1,501), and entertainment ($2,599) expenses.  The reductions in telephone and rent expense relate mostly totemporary cost reductions associated with the Company’s transition to a new operations facility.  Commission expenses were lower in conjunction with reduced revenues compared to the same period a year ago.  The reduction in entertainment expensesrepresents the absence of costs in the current period associated with an employee retreat held in the prior year.

            For the six months ended June 30, 2005, operating expenses were $113,310, compared to $119,865 for the six months ended June 30, 2004, representing adecrease of $6,555, or approximately 6%.  Such decreases in operating costs related to decreases in telephone ($12,096), commissions ($3,448), entertainment ($2,564), office ($3,108), and utilities ($1,560) expenses, partially offset by increases in computerexpenses ($3,448), travel ($2,865), personnel ($5,398), and loss on disposal of assets ($2,524).  These variances reflect the improvement in negotiated telephone service rates, reductions in commissions and supplies associated with the loss of a significantcustomer, and reduced operating facility costs related to temporary facilities used in the current year compared to the first six months of the prior year.  Additionally, management recorded write-offs of certain office improvements made to its former operatingfacility in conjunction with its move to a new facility during May 2005.  These reductions were partially offset by increases in operating staff and travel costs compared to a year ago.

            For the three months ended June 30, 2005, the Company’s selling, general, and administrative expenses were $45,555, compared to $66,469 for thethree months ended June 30, 2004, representing a decrease of $20,914, or approximately 31%.  This decrease is mostly due to a reduction in marketing ($12,321), personnel ($13,800), partially offset by increases in legal and accounting ($5,251).  TheCompany incurred greater legal and accounting expenses in the current quarter in conjunction with its audit and other requirements to complete its merger and plan of reorganization.  The Company reduced its costs on certain non-productive marketing costs, aswell as sales personnel costs, and began to increase its use of independent sales organizations during the three months ended June 30, 2005, compared to the same period in the prior year.

            For the six months ended June 30, 2005, the Company’s selling, general, and administrative expenses were $81,594, compared to $114,458 for the sixmonths ended June 30, 2004, representing a decrease of $32,864, or approximately 29%.  This decrease is mostly due to a reduction in legal and accounting costs ($5,435), marketing ($11,543), personnel ($15,200), and employee search expenses ($653). The Company incurred greater legal and accounting

-12-

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expenses in the first calendar quarter of the prior year in conjunction with its audit and other requirements to complete its merger and plan of reorganization.  The Company reduced its costs on certain non-productivemarketing costs, as well as sales personnel costs, and began to increase its use of independent sales organizations during the six months ended June 30, 2005, compared to the same period in the prior year.

            Net income for the three months ended June 30, 2005, was $11,212 compared to $31,386 for the three months ended June 30, 2004, representing adecrease of $20,174, or approximately 64%.  For the six months ended June 30, 2005, net income was $19,211 compared to $83,038 for the six months ended June 30, 2004, representing a decrease of $63,827, or approximately 77%.  Such decreases aremostly 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**

            Per the Company’s Consolidated Statement of Cash Flows, net cash used by operating activities for the six months ended June 30, 2005, was $3,798,compared to net cash provided by operating activities of $123,383 for the six months ended June 30, 2004, or a decrease of $127,181.  This decrease is mostly due to the decrease in net income of $63,827, and the change in accounts payable and accruedliabilities of $81,586.

            Net Cash used in investing activities was $60,130 for the six months ended June 30, 2005, compared to $88,925 for the six months ended June 30, 2004,representing reductions in cash used for acquisition of property, plant and equipment of $42,095, and increases in deposits of $13,300.

            Net Cash provided from financing activities was $30,220 for the six months ended June 30, 2005, compared to $0 for the six months ended June 30,2005, representing increases in proceeds from the sale of restricted stock of $50,220, partially offset by repayments of notes payable of $20,000.

            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 qualified for exemption from registration by Rule 506 of Regulation D of the Securities Act of 1933.  The proceeds from this sale were utilized to supplement the cash costs incurred by the Company in conjunction with thecontribution 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 1934 Securities and Exchange Act reporting company, 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 of undistributedearnings 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 the distributionwas 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 annual percentagerate of 10%, for two years, with principal due upon maturity.  As of June 30, 2005, the principal balance of

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these notes was $216,000.  Accordingly, interest paid for the six months ended June 30, 2005, of $11,633, relates to these 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, is the addition of sales personnel.  While there are certain startup costsassociated 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 the use ofindependent 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 cash flow.

            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 the Contribution to enhance the Company’s ability to attract qualified personnel, obtain addition working capital, and facilitate acquisitions more effectively than could be accomplished by remaining aprivate, 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 section for more information regarding this litigation.

            As disclosed in Note F of the audited financial statements for the year ended December 31, 2004, the Company reported certain concentrations withsignificant customers, indicating that the Company had four customers amounting to approximately 93% of its ACH revenue.  For the six months ended June 30, 2005, the Company had two customers that exceeded 10% of its gross revenue.  In total, these twocustomers amounted to approximately 78% of gross revenue.  Management believes that as it continues to implement its expansion efforts, it will continually reduce its concentration with major 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 June 30, 2005in 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 Security 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 June 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.**

            On May 23, 2005, the Company issued and sold 930,000 shares of its common stock at $.054 per share in a private placement to a limited numberof accredited investors.  The gross proceeds received from the offering were $50,220.  The offering was conducted by the Company’s officers and no commission or other remuneration was paid to any such individuals on account of such sales.  Thecommon stock was offered and sold without registration under the Securities Act of 1933 in reliance upon the exemption provided by Rule 506 of Regulation D thereunder, and may not be offered or sold in the United States in the absence of an effective registrationstatement or exemption from the registration requirements under the Securities Act.  An appropriate legend was placed on the shares issued.

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

            Not Applicable

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

            On March 30, 2005, the Company held a special meeting stockholders to (1) approve an amendment to the Company’s Articles of Incorporation in orderto increase the number of shares of common stock which the Company is authorized to issue from 10,000,000 shares, par value $0.001 per share, to 75,000,000 shares, par value $0.001 per share; (2) approve the Spin-Off Agreement pursuant to which (a) the Companytransferred all of its assets, liabilities and other obligations to Riverbend Holdings, a wholly-owned subsidiary, in consideration for Riverbend Holdings common stock, (b) the Company distributed the Riverbend Holdings common stock to its stockholders; and (3)approve the Contribution Agreement pursuant to which the United Members contributed all of their membership interests in United to the Company in exchange for 15,315,000 shares of the Company’s common stock.  As part of the Contribution proposal, theCompany changed its name to United eSystems, Inc.

            The following votes were cast by stockholders:

            Approve an amendment to the Company’s Articles of Incorporation in order to increase the number of shares of common stock which the Company is authorizedto issue from 10,000,000 shares, par value $0.001 per share, to 75,000,000 shares, par value $0.001 per share.

| **Shares Vote For** |       | **Shares Voted Against** |       | **Shares Abstained** |
|---------------------|--------------------------------|--------------------------|--------------------------------|----------------------|
|                     |                                |                          |                                |                      |
|                     |                                |                     |                                |                      |
| 2,046,667           |                                | 0                        |                                | 0                    |

            Approve the Spin-Off Agreement pursuant to which (a) the Company will transfer all of its assets, liabilities and other obligations to Riverbend Holdings, awholly-owned subsidiary, in consideration for Riverbend Holdings common stock, and (b) the Company will distribute the Riverbend Holdings common stock to its stockholders.

| **Shares Vote For** |       | **Shares Voted Against** |       | **Shares Abstained** |
|---------------------|--------------------------------|--------------------------|--------------------------------|----------------------|
|                     |                                |                          |                                |                      |
|                     |                                |                     |                                |                      |
| 2,046,667           |                                | 0                        |                                | 0                    |

            Approve the Contribution Agreement pursuant to which the United Members will contribute all of their membership interests in United to the Company in exchangefor 15,315,000 shares of the Company common stock.

| **Shares Vote For** |       | **Shares Voted Against** |       | **Shares Abstained** |
|---------------------|--------------------------------|--------------------------|--------------------------------|----------------------|
|                     |                                |                          |                                |                      |
|                     |                                |                     |                                |                      |
| 2,046,667           |                                | 0                        |                                | 0                    |

**ITEM 5.          OTHER INFORMATION.**

****

**           ** Not Applicable

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**ITEM 6.          EXHIBITS.**
| (a)    |       | Exhibits                                                                                                              |
|--------|--------------------------------|-----------------------------------------------------------------------------------------------------------------------|
|   |                                |                                                                                                                       |
| 3.4    |                                | Certificate of Amendment to the Articles of Incorporation                                                             |
| 10.9   |                                | Real Estate Lease between Marston Lee and Kathy P. Rogers and United Check Services, LLC dated February 17, 2005 |
| 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, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

|                                                                                                                                                                                                                                                                                                                                                                                                              | **UNITED eSYSTEMS, INC.**                                                                                          |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------|
|                                                                    |                                                                                      |
| Date:   August 12, 2005                                                                                                                                                                                                                                                                                                                                    | By: /s/ WALTER REID GREEN, JR.               |
|                                                                                                                                                                                                                                                                                                                                                                                                              |      Walter Reid Green, Jr.                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                              |      Chief Financial Officer                                                              |

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