#### **SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549**

**FORM 10-KSB**

| **[X]   **                  | **Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**     |
|--------------------------------------------|----------------------------------------------------------------------------------------------|
|                                            | For the fiscal year ended **December 31, 2004**                                         |
|         |                                                                                              |
| **[  ]   **       | **Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934** |

Commission File Number 000-49745

**RIVERBEND TELECOM, INC.**(Exact Name of Registrant as specified in its Charter)

| **Nevada** (State or other jurisdiction of incorporation or organization)              | **       **       | **91-2150635** (IRS Employer Identification No.) |
|----------------------------------------------------------------------------------------|------------------------------------------------------|--------------------------------------------------|
| **       **                                         | **        ** | **       **   |
| **826 Barracks StreetNew Orleans, Louisiana** (Address of Principal Executive Offices) | **        ** | **70116** (Zip Code)                             |

Registrant’s Telephone Number, including area code: **  (504) 524-2433**

Securities registered pursuant to Section 12(b) of the Act: **None**

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Securities registered pursuant to Section 12(g) of the Act:

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| **Common Stock, $.001 Par Value**(Title of Class) |
|---------------------------------------------------|

Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   X        No       

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  [ X ]

Registrant’s revenues for its most recent fiscal year: $48,162

At March 29, 2005, 2,046,667 shares of common stock, $.001 par value, were outstanding.  The aggregate market value of the common stock held by non-affiliates of the Registrant on that date was approximately$0.

**Documents Incorporated by Reference:None**

| Page 1 of 54 pages |                                                                                               | Exhibits are indexed on page 38. |
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| **TABLE OF CONTENTS** |
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| **PART I**                                                                                                                           |                                                                                                                |
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|                                                                                                                                 |                                                                                                                |
| Item 1.                                                                                                                              | Description of Business                                                                                        |
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| Item 2.                                                                                                                              | Description of Property                                                                                        |
|                                                                                                                                 |                                                                                                                |
| Item 3.                                                                                                                              | Legal Proceedings                                                                                              |
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| Item 4.                                                                                                                              | Submission of Matters to a Vote of Security Holders                                                            |
|                                                                                                                                 |                                                                                                                |
| **PART II**                                                                                                                          |                                                                                                                |
|                                                                                                                                 |                                                                                                                |
| Item 5.                                                                                                                              | Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities |
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| Item 6.                                                                                                                              | Management’s Discussion and Analysis of Financial Condition and Results of Operations                    |
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| Item 7.                                                                                                                              | Financial Statements                                                                                           |
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| Item 8.                                                                                                                              | Change In and Disagreements with Accountants on Accounting and Financial Disclosure                            |
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| Item 8A.                                                                                                                             | Controls and Procedures                                                                                        |
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| Item 8B.                                                                                                                             | Other Information                                                                                              |
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| **PART III**                                                                                                                         |                                                                                                                |
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| Item 9.                                                                                                                              | Directors and Executive Officers                                                                               |
|                                                                                                                                 |                                                                                                                |
| Item 10.                                                                                                                             | Executive Compensation                                                                                         |
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| Item 11.                                                                                                                             | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                 |
|                                                                                                                                 |                                                                                                                |
| Item 12.                                                                                                                             | Certain Relationships and Related Transactions                                                                 |
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| Item 13.                                                                                                                             | Exhibits                                                                                                       |
|                                                                                                                                 |                                                                                                                |
| Item 14.                                                                                                                             | Principal Accountant Fees and Services                                                                         |

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**PART I**

            *In this annual report on Form 10-KSB the terms “Riverbend,” “Company,” “we,” “us” and “our”refer to Riverbend Telecom, Inc. and we refer to our $.001 par value common stock as common stock.*

**

*            Except for historical information, the following description of our business may contain forward-looking statements, which involve risks anduncertainties.  Our actual results could differ materially from those set forth in these forward-looking statements as a result of a number of factors, including those set forth under the heading “Risk Factors.”*

**Item 1.     DESCRIPTION OF BUSINESS**

**Recent Developments**

            On March 30, 2005, Riverbend entered into an Agreement and Plan of Reorganization (the “Spin-Off Agreement”) between Riverbend and RiverbendHoldings, Inc. (“Riverbend Holdings”), its wholly owned subsidiary, pursuant to which Riverbend transferred all of its assets, liabilities and other obligations to Riverbend Holdings in consideration for Riverbend Holdings common stock.  In addition,Riverbend distributed all of the Riverbend Holdings common stock to the then-existing four (4) Riverbend shareholders (the “Spin-Off), on a pro rata basis, one share of Riverbend Holdings common stock for each Riverbend share held by the shareholders. Riverbend Holdings was recently formed for the purpose of effecting the reorganization of Riverbend and the subsequent distribution of all of the Riverbend Holdings common stock to Riverbend’s current shareholders.  Riverbend Holdings has previously fileda 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, Riverbend completed the contribution transaction with United Check Services, LLC, a Louisiana limited liability company,according to the terms of a Contribution Agreement entered into on July 14, 2004, as amended by a Letter Agreement dated August 5, 2004 (collectively, the “Contribution Agreement”).  Pursuant to the Contribution Agreement, the equity ownersof United, Jeffery C. Swank and Paul J. Shovlain, contributed all of their membership interests in United to Riverbend in exchange for 15,315,000 shares of Riverbend’s common stock.  As a result, United became a wholly-owned subsidiary of Riverbend andMessrs. Swank and Shovlain became the majority shareholders of Riverbend.  The Riverbend shareholders who, prior to the effective date of the contribution transaction owned 100% of the outstanding stock of Riverbend, now own approximately 12% of the issued andoutstanding 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 Riverbend Holdings, and the automated clearing houseservices business of United is now carried on by Riverbend, through its 100% ownership interest of United.  Pre-contribution Riverbend shareholders own both Riverbend common stock and 100% of the Riverbend Holdings common stock.  Riverbend does not have anyfurther ownership interest in Riverbend Holdings.

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            The current officers and directors of Riverbend resigned on March 30, 2005 and were replaced by Jeffery C. Swank, Paul J. Shovlain and Walter Reed Green,Jr.  United was a closely held limited liability company, and all of the membership interest of the company were previously owned by Jeffery C. Swank and Paul J. Shovlain.

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

            The Spin-Off and the Contribution Agreement were approved by the Riverbend shareholders at a special meeting held on March 30, 2005.

            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.

            Please refer to our Current Report on Form 8-K filed April 1, 2005 for additional information concerning the Spin-Off and Contribution Agreement. For a complete description of the business of United and information concerning its officers, who are now the officers of Riverbend, please refer to our Definitive Proxy Statement dated March 17, 2005.

#### **Business Strategy**

            *General Strategy*

            Riverbend was organized to market telecommunication services for resellers and carriers of local and long distance telephone and prepaid calling card, data andinternet services.  In August 2001, Riverbend entered into a non-exclusive marketing agreement with Norcom, Inc., a Florida based reseller of telecommunication services, to market local and long distance services on behalf of Norcom for commission basedcompensation.  In March 2002, Norcom was purchased by NUI Telecom, Inc. and, through a subsequent assignment agreement, Riverbend’s agreement with Norcom was converted into an agreement with Norcom Agency Services, Inc. (NAS), an entity whose stockholdershad been stockholders of Norcom. At the end of 2003, NUI Telecom, Inc. was purchased by its management team from NUI corporation.  Under the new ownership, the company changed its name to BCN Telecom, Inc. In addition, as part of the transaction, BCN Telecompurchased NAS.

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            Under the BCN, formerly NAS, agreement, Riverbend continues to receive commission based compensation, including commission compensation from those customersoriginally solicited by Riverbend on behalf of Norcom.  This is currently the primary marketing agreement Riverbend has entered into and it accounted for approximately 52% of our revenues for the year ended December 31, 2004.  As described above, ouragreement with BCN and before its sale, NAS, is not exclusive and, in the next twelve months, we may enter into agreements with carriers or other resellers of telecommunication services; however, we have not had any significant discussions with any carriers or otherresellers.  Riverbend is only one of many companies that BCN utilizes to market telecommunications services.

            In our efforts to identify potential carriers and resellers with whom we may enter into future agreements, our management attends industry conferences at whichcarriers and resellers are present and offering their products.  Our long term strategy is to achieve continued growth and profitability by focusing our marketing efforts on residential customers and small to medium sized businesses; by reducing our overall costof delivering local and long distance telecommunications and prepaid calling card, data and internet services; by providing back office support for resellers, other agents and sub-agents; and by developing additional reseller and provider relationships and productsto expand Riverbend’s target market and product mix while improving profit margin.  Riverbend also intends to continue developing its network of independent sub-agents, which we believe is the most cost-effective method to acquire new customeraccounts.  Independent sub-agents are not employees but rather work on an independent contractor basis.  In addition, sub-agents are generally agents of an agent.  For example, Riverbend is an independent agent of NAS and therefore, agents of Riverbendare referred to as sub-agents.  See “Independent Sub-Agents” section below for additional information.

            *Acquisitions*

            There are numerous small to mid-size long distance agent companies operating throughout the United States.   Although Riverbend presently has nounderstanding, arrangement or agreement to make any acquisitions, Riverbend believes that many existing agents are willing to be acquired due to the lack of sufficient revenue vis-à-vis their current operating expenses.  Riverbend believes that it has theability to maximize the potential of these acquisitions through increased operating efficiency without significant increase in overhead by eliminating duplicate overhead and enhancing the use of agent tracking software.

**Operations**

            Since our inception, we have marketed retail telecommunication services offered by BCN (formerly NUI Telecom, Inc.) and prior to their sales, Norcom and NAS,to small and medium-sized businesses and residences primarily in the State of Louisiana and the surrounding regions.  Riverbend functions as an independent sales agent, offering the products and services of the reseller or carrier to our customers on a retailbasis.  We currently offer local and long distance telephone services and prepaid calling cards, but may expand our offerings to include data and internet services in the near future.  By focusing our marketing efforts in a small geographic region, westrive to provide our customers with more personalized service and more frequent customer contact, which we hope will translate into increased customer satisfaction and greater

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customer longevity.  Furthermore, we intend that our concentrated customer base will satisfy voids in certain telecommunication resellers’ or carriers’ networks, making such resellers or carriers more likelyto engage the services of Riverbend in their effort to diversify their customer base and expand their service offerings to underserved markets.

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

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

**Industry Background**

            Allegedly to combat “slamming,” the unauthorized conversion of a customer’s preselected telecommunication carrier, many local exchangecarriers have initiated “PIC freeze” programs that, once selected by the customer, require a customer seeking to change long distance or local carriers to contact the local carrier directly instead of having the new carrier contact the local carrier onthe customer’s behalf.  Many local carriers have imposed burdensome requirements on customers seeking to lift PIC freezes and change carriers, and thereby may make it difficult for customers to switch to telecommunications services marketed byRiverbend.  Such activities could have an adverse effect on Riverbend.

            The entry of the Bell operating companies into the long distance market may further heighten competition.  Under the Telecommunications Act of 1996, theBell operating companies were authorized to provide long distance service that originates outside their traditional service areas, and may gain authority to provide long distance service that originates within their region after satisfying certain market openingconditions.  Bell operating company entry into the long distance market means new competition from well-capitalized, well-known companies that have the capacity to “bundle” other services, such as local and wireless telephone

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services, internet access and cable television, with long distance telephone services.  While the Telecommunications Act includes certain safeguards against anti-competitive conduct by the Bell operating companies, it isimpossible to predict whether such safeguards will be adequate or what effect such conduct would have on us.  Because of the Bell operating companies’ name recognition in their existing markets, the established relationships that they have with theirexisting local service customers, and their ability to take advantage of those relationships, as well as the possibility of interpretations of the Telecommunications Act favorable to the Bell operating companies, it may be more difficult for other providers of longdistance and local telecommunication services to compete.

**Market Opportunity**

            Our strategy is to focus on selected markets where limited competition exists, and where there is a significant concentration of potential high volumetelecommunication customers.  We currently target small and medium-sized businesses and residences in and around the State of Louisiana.  We believe that in recent years the major interexchange companies have focused their efforts on larger markets, leavingour target markets with limited service alternatives.  As a result, we believe there is a market demand for alternative service providers as businesses and residential customers seek competitive pricing, flexible and responsible local service, greaterreliability and security.  We believe that we have positioned our self to effectively market the telecommunication services of various resellers and carriers to customers in these target markets.

            Furthermore, we believe that a local focus provides a competitive advantage in customer acquisition and retention.  It is our goal to establish highcustomer visibility within each of our markets through a network of independent sub-agents who will provide direct and personal customer contact and service (See “Independent Sub-Agents”).   As described above, our current market consists of smalland medium-sized businesses and residential customers, primarily in the State of Louisiana.  Our target business customers average between $300.00 and $500.00 in telecommunication service per month.  Our target residential customers average between $30.00and $50.00 in telecommunication service per month.  While our customers are currently located primarily in Louisiana, we anticipate that through a growing network of independent sub-agents, we will be able to expand our market to include small and medium-sizedbusinesses and residences throughout the United States.

**Major Contract**

            In August 2001, we entered into a non-exclusive marketing agreement with Norcom, a Florida based reseller of telecommunication services.  Pursuant to theagreement, we were entitled to market local and long distance telephone services on Norcom’s behalf to commercial and residential customers on an agency basis. As described above under the “General Strategy,” in March 2002, Norcom was purchased byNUI Telecom, Inc. and, through a subsequent assignment agreement, Riverbend’s agreement with Norcom was converted into a non-exclusive agreement with NAS, an entity whose stockholders had been stockholders of Norcom.  At the end of 2003, NUI Telecom, Inc.was purchased by its management team from NUI corporation.  Under the new ownership, the company changed its name to BCN Telecom, Inc.  In addition, as part of the transaction, BCN Telecom, Inc. purchased NAS.

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            Riverbend is one of many companies with whom BCN enters into marketing relationships.  Under the BCN, formerly NAS, agreement, Riverbend is paid monthlysales commissions based on percentages of revenues generated by those customers provided to BCN through Riverbend’s marketing efforts.  The sales commission percentages vary and depend on the prices of the telecommunication services provided by BCN. Additionally, the BCN,  formerly NAS, agreement provided that Riverbend shall receive a one-time bonus commission based upon a multiple of 2 times the September 2003 usage revenue of customers that Riverbend solicited on behalf of NAS.  Riverbend recorded$17,217 in bonus commission revenue as of December 31, 2003, which was collected in March 2004.

            BCN is responsible for all credit checks, bad debt, collection costs and billing costs.  Our commissions are paid on billed revenues regardless of whetherend-users pay their invoices to NAS.  Consequently, we suffer no charge backs or usage on accounts that are delinquent in payment or written off as bad debt. However, any commissions paid on delinquent accounts that are not eventually collected will, at thediscretion of BCN, be subject to deduction against future commission payments.  Our agreement with BCN is through August 2005, although it can be terminated by BCN upon thirty (30) days notice.  If the agreement is terminated by BCN for reasons other than amaterial breech by Riverbend, we would be entitled to residual commissions that survive the termination of the agreement provided that the monthly commissionable revenue level, which consists of revenues billed by BCN to customers solicited by Riverbend on behalf ofBCN, remains greater than $500.

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

            In an effort to enter contractual relationships with carriers and resellers of telecommunication services, management of Riverbend attends various industryconferences and meetings at which carriers and resellers are present and offering their products.  At such functions, we meet with various carriers and resellers and determine who currently has the best and most favorable telecommunication offerings in aspecific geographic region.  Once we identify a specific carrier or reseller, we hope to proceed with negotiating a marketing relationship and contract, which will provide us with commission based compensation for marketing the telecommunication servicesprovided by the carrier or reseller.

**Products and Services**

            We intend to market a variety of telecommunication products on behalf of resellers or carriers.  With respect to BCN, we currently offer local and longdistance telephone services.  We also offer prepaid calling cards and are capable of offering various data and internet services to our customers, but have chosen to initially concentrate the majority of our efforts on marketing long distance services.  Wetarget customers with long distance phone bills ranging between $20 and $700 per month, although we have several large customers with bills over $1,000 per month.  We believe that the products we currently offer provide for favorable rates

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and services to our customers and will allow us to remain competitive within the industry.  Furthermore, we believe that our targeted customer base, consisting of small and medium-sized businesses and residentialcustomers, is a market traditionally underserved by most telecommunication carriers and resellers.  We believe that these types of customers are more likely to be receptive to the personal attention and service offered by us.

            Although our business may be susceptible to price increases by third party telecommunication providers for whom we market services, we believe that we cancontinue to provide favorable rates to our customers for the following reasons.  First, many of the currently operating telecommunications companies have determined that maintaining and operating an in-house sales force that would sell to small and medium sizebusinesses is uneconomical.  These companies have therefore designed and offered to the agent community specific programs with rates and commissions competitive with their own product offering so that a segment of the business market can be tapped withoutincurring the costs associated with a captive sales force.

            Secondly, from a historical perspective, there has been substantial competition between long distance providers and a steady decline in the rate per minute forlong distance service.  As a result, it is highly unlikely that Riverbend’s third party providers will attempt to increase the rate per minute at which agents can sell the service because in so doing, the third party providers risk losing marketshare.  Additionally, many of the customers that Riverbend signs-up for third party service execute term commitments that have rate guarantees.  These term commitments also guarantee Riverbend with certain set commission rates.

            Finally, if one of Riverbend’s third party providers were to raise prices, including by reason of adding an in-house sales force, then Riverbend canmarket the services of a multitude of other telecommunication providers.  For these reasons, we believe that we can continue to provide favorable rates to our customers through marketing telecommunications services provided by these third party telecommunicationcompanies.

**Independent Sub-Agents**

            We currently engage five sub-agents to market the services that we offer on behalf of various resellers and carriers.  It is our intent that oursub-agents will have pre-existing relationships with our customers, who may be friends, family members or business associates.  We anticipate that such sub-agents will interact with our customers socially or otherwise and that such interaction will help promotea relationship that will maintain customer loyalty to the sub-agent and to Riverbend.  It is our goal that each sub-agent will have a defined territory, with a defined customer list comprised of prospective customers.  Sub-agents evaluate which products andservices should be offered to the customer and illustrate to the customer the potential savings that the customer may realize.  Sub-agents are compensated on a commission basis calculated based on a percentage of the commissions we receive from the reseller orcarrier pursuant to our marketing agreements.  Commissions paid to individual sub-agents may vary depending upon the amount of work we are required to perform for any particular sub-agent (which may include accounting services and customer tracking andmonitoring) and the customer base the sub-agent provides to Riverbend.  We currently have verbal agreements with four (4) sub-agents to solicit customers on our behalf. In addition, we have a written agreement with one additional sub-agent that provides for thesub-agent to receive 85% of the monthly and one-time bonus commission

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revenue that Riverbend earns from BCN, and before its sale, NAS, that is attributable to customers solicited by the sub-agent.

            The market for sub-agents is competitive.  However, we believe that we will continue to be able to attract and retain qualified sub-agents by offeringthem the opportunity to:
|         | •        | participate in our stock option plan;                                                                        |
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|         | •        | work with an experienced and proven management team  in building a developing, entrepreneurial company; |
|         | •        | participate in an attractive, results-oriented compensation package; and                                     |
|         | •        | market competitive products and services.                                                                    |

**Customers**

            We identify potential customers through personal and business relationships, referrals and direct solicitation.  Any individual or business that has aneed for telecommunication services is a potential customer and we believe can benefit from our competitive service offerings.  Once a customer has consented to using a service offered by us, we require the customer to complete an application for service whichsets forth the customer’s specific information and identifies the rates and terms of service that are being offered to the customer.  We then send a service order to the telecommunication reseller or carrier whose service we have marketed to thecustomer.  The reseller or carrier is then responsible for providing the service, billing for the service, collecting payments and for all customer service functions.  It is anticipated that when a customer has a problem with the contracted service, thecustomer will contact the reseller or carrier directly.  However, because we believe that customer service has become a critical element in attracting and retaining customers in the telecommunication industry, we will seek to differentiate and market ourselvesthrough our commitment to helping our customers receive customer service from their designated reseller or carrier.  To achieve this goal, our independent sub-agents will attempt to help our customers obtain the desired level of customer service through thereseller or carrier who provides their telecommunication service.

**Competition**

            The telecommunications industry in the United States is highly competitive, rapidly evolving, and significantly influenced by the marketing and pricingdecisions of the larger industry participants.  Major participants in the industry regularly introduce new services and marketing activities.  Competition is based upon pricing, customer service, billing services and perceived quality.  We compete withnumerous telecommunication companies that offer essentially the same services as the resellers and carriers we intend to represent.  Several of our competitors are substantially larger and have greater financial, technical and marketing resources than wedo.  Our success will depend upon our continued ability to enter into favorable agreements that provide for high quality, high value services at prices generally competitive with, or lower than, those charged by our competitors.

            The major carriers have targeted price plans at residential customers with significantly simplified rate structures and with bundles of wireless services andlocal services with long distance, which may lower overall local and long distance prices.  Competition is fierce for the small to medium-sized businesses that we also serve.  Additional pricing pressure may come

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from the introduction of new technologies, such as internet telephony, which seek to provide voice communications at a cost below that of traditional circuit-switched long distance service.  Reductions in prices chargedby our competitors may have a material adverse effect on us.  Furthermore, consolidations and alliances across geographic regions and in the local and long distance market across industry segments may intensify competition from significantly larger,well-capitalized companies.

            Management recognizes that the telecommunications industry is comprised of hundreds of telecommunications carriers.  However, we believe that many ofthese carriers do not have the financial resources available to hire and train an in-house sales force.  Instead, many such companies rely either wholly or partially on independent sales agents, such as Riverbend, to market the carrier’s products andservices.  We believe that many carriers compete for the services of independent sales agents and that such competition will ultimately result in increased commissions payable to companies such as Riverbend.  Furthermore, we hope that such competition amongcarriers will result in additional benefits to independent sales agents, such as cash bonuses and equity participation rights.

            Our primary competitors are other independent sales agents, such as Spring Valley Marketing and Amercom; resellers of telecommunication services, such asEnhanced Communications Group and American Phone Services; and the in-house sales staffs of major telecommunications carriers, such as MCI and Sprint.  The majority of in-house sales staffs of major carriers are better financed than Riverbend and are often ableto offer telecommunication services at a lower rate.  Furthermore, we are aware of blocks of potential customers who have created buying consortiums, which, if successful, may present a source of direct competition.

            A key advantage that Riverbend has over its competition is the substantial background that our management has in the telecommunications industry.  Becauseof management’s significant experience in the industry, Riverbend is aware of those telecommunication companies that have the best rate plans and highest commissions in the various regions of the country.  The ability of Riverbend to mix and match thevarious plans with the different regions of the country will allow Riverbend to package specific plans and attract a greater variety of sub-agents to market for Riverbend.

            The primary disadvantage for Riverbend is that there are thousands of agents across the country offering the same suite of products.  In order to remaincompetitive, Riverbend will have to continue to negotiate favorable rates and commissions from its carriers and resellers, and then continue to differentiate its products from its competitors by offering lower end-user rates and higher sub-agentcommissions.

**Telecommunications Industry Regulation**

*General*

            While Riverbend’s marketing of telecommunication services is not subject to governmental regulation, the resellers and carriers with whom Riverbendcontracts are subject to the various governmental regulations affecting the industry.  The FCC regulates interstate and international telecommunications, while the state commissions regulate telecommunications that originate and terminate within the samestate.

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            The FCC and some states have rules that prohibit switching a customer from one carrier to another without the customer’s express consent and specify howthat consent must be obtained and verified.  Most states also have consumer protection laws that further define the framework within which our marketing activities must be conducted.  While directed at curbing abusive marketing practices, unless these rulesare carefully designed and enforced, they can have the incidental effect of entrenching incumbent carriers and hindering the growth of new competitors, such as Riverbend.

*Federal Regulation*

            Riverbend’s marketing efforts may be carried out through a variety of direct marketing programs, including inbound and outbound telemarketing, directmail and agent sales.  Restrictions on the marketing of telecommunication services are becoming stricter in the wake of widespread consumer complaints throughout the industry about “slamming” (the unauthorized conversion of a customer’spre-selected telecommunication carrier) and “cramming” (the unauthorized provision of additional telecommunication services).  The Telecommunications Act strengthened penalties against slamming, and the FCC issued and updated rules tightening federalrequirements of the verification of orders for telecommunication services and establishing additional financial penalties for slamming.  In addition, many states have been active in restricting marketing through new legislation and regulation such as “DoNot Call” lists, as well as through enhanced enforcement activities.  The constraints of federal and state regulation, as well as increased FCC, Federal Trade Commission and state enforcement attention, could limit the scope and the success ofRiverbend’s marketing efforts and subject us to enforcement action which may have an adverse effect on Riverbend.

            Statutes and regulations designed to protect consumer privacy also may have the incidental effect of hindering the growth of newer telecommunication companiessuch as Riverbend.  For example, the FCC rules that restrict the use of “customer proprietary network information” (information that a carrier obtains about its customers through their use of the carrier’s services) may make it more difficultfor us to market additional telecommunication services to our existing customers.

            As a marketer of telecommunication services, Riverbend is not subject to the reporting requirements of the FCC or the state agencies, but the resellers andcarriers with whom we contract and intend to contract may be subject to such regulations.  The FCC imposes reporting, accounting, record-keeping and other regulatory obligations on resellers and carriers.  Resellers and carriers must offer interstateservice under rates, terms and conditions that are just, reasonable and not unreasonably discriminatory.  Resellers and carriers must file tariffs listing the rates, terms and conditions of the resellers’ or carriers’ service.  Although aresellers’ or carriers’ FCC tariffs, and the rates and charges they specify, are subject to review, they are presumed to be lawful and have never been formally contested by customers or other consumers. A reseller or carrier may be subject to forfeituresand other penalties if it violates the FCC’s rules.

            Additionally, the Telecommunications Act provides for a significant deregulation of the domestic telecommunication industry, including the long distanceindustry.  The Telecommunications Act remains subject to judicial review and additional FCC rulemaking, and

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thus it is difficult to predict what effect the legislation will have on the industry.  There are currently many regulatory actions underway and being contemplated by federal and state authorities regardinginterconnection pricing and other issues that could result in significant changes to the business conditions in the telecommunication industry.

            The Telecommunications Act also set up a framework by which Bell operating companies could begin providing long distance services to their customers in areaswhere they provide local telecommunication services.  These actions are likely to increase competition within the affected states.

*State Regulation*

            The vast majority of the states require resellers and carriers to apply for certification to provide local and interstate telecommunication services, or atleast to register or to be found exempt from regulation, before commencing intrastate service.  The majority of states also require resellers and carriers to file and maintain detailed tariffs listing their rates for intrastate service.  Many states alsoimpose various reporting requirements and/or require approval for transfers of control of certified carriers; corporate reorganizations; acquisitions of telecommunication operations; assignments of carrier assets, including subscriber bases; carrier stock offeringsand incurrence by carriers of significant debt obligations.  Certificates of authority can generally be conditioned, modified, canceled, terminated or revoked by state regulatory authorities for failure to comply with state law and the rules, regulations andpolicies of the state regulatory authorities.  Fines and other penalties, including the return of all monies received for intrastate traffic from residents of a state, may be imposed for such violations.  State regulatory authorities may also placeburdensome requirements on telecommunication companies seeking transfers of control for licenses and the like.

**Employees**

            We currently have two employees, Leon Nowalsky and Dr. Roy Greenberg, Riverbend’s executive officers and directors.  Messrs. Nowalsky and Greenbergdevote approximately 20% of their time to the business of Riverbend, but are available to devote additional time to our operations if such time is required.  We may hire additional employees in the future.  Messrs. Nowalsky and Greenberg oversee theoperations and have agreed to refrain from taking any salary until Riverbend commences generating sufficient cash flow to handle our anticipated expansion plans.  A majority of our selling activities are conducted through a developing network of independentsub-agents who are not employees of Riverbend.  Such agents are paid on a commission basis.  As of the date of this Proxy Statement, we had verbal agreements with four (4) sub-agents and a written agreement with one (1) sub-agent to act on Riverbend’sbehalf.

**Description of Property**

            Our address is 826 Barracks Street, New Orleans, Louisiana 70116.  Our telephone number is (504) 524-2433.  This space consists of the home-office ofour President and Treasurer, Leon Nowalsky.  We utilize the office under a verbal agreement where we do not pay rent or reimburse Mr. Nowalsky for the minimal expenses incurred.  We may identify and lease appropriate office space in the future, however, wedo not intend to lease any office space during the next twelve (12) months.

****

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#### **Risk Factors**

            An investment in our common stock is a risky investment.  The risks described below are not the only ones that we face.  Additional risks that arenot yet known to us or that we currently think are immaterial could also impair our business, operating results or financial condition.  Other information set forth in this report, including our financial statements and the related notes detail other riskseffecting our business.  If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely effected.

### ****

### **Risks Related To Our Business**

*We have a limited history of operations and therefore have limited financial information upon which stockholders can evaluate how we will perform in the future.*

            We began marketing telecommunications services in August 2001.  A significant part of our revenue to date has been derived from our marketing of theservices offered by BCN, and prior to their sales to BCN (formerly NUI Telecom), NAS and Norcom.  There is limited historical financial information upon which to evaluate how we may perform in the future.  We cannot be sure that we will be able to competesuccessfully in the telecommunications business.  As a young company, we face numerous risks and uncertainties, including those that relate to our ability to:
|         | •        | establish and increase our customer base;                     |
|--------------------------------------------|--------------------------------------------------|---------------------------------------------------------------|
|         | •        | compete favorably in a highly competitive market;             |
|         | •        | expand our service offerings;                                 |
|         | •        | attract, motivate and retain qualified sub-agents;            |
|         | •        | access sufficient capital markets to support our growth;      |
|         | •        | build an infrastructure to effectively handle our growth; and |
|         | •        | upgrade and enhance our technologies.                         |

            We may not be successful in addressing these risks and our failure to do so would have a materially adverse effect on our business and financialresults.

*Our future growth may require significant capital and if we do not obtain needed financing, our ability to implement our business strategy could be impaired.*

            Implementation of our business plan may require additional amounts of capital.  We cannot be certain that additional financing will be available to us onacceptable terms when required or at all.  If we do not obtain needed financing, our ability to implement our business strategy could be impaired.

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*We hope to experience future growth beyond the developmental stage, which may place additional demands upon our current management and other resources and may require additional working capital, information systems, andmanagement, operational, and other financial resources.*

            Our strategy includes acting as a marketer for other resellers of local and long distance telephone services.  The growth of Riverbend will depend onvarious factors, including, among others:
|         | •        | the ability of management to implement our strategy;                                                           |
|--------------------------------------------|--------------------------------------------------|----------------------------------------------------------------------------------------------------------------|
|         | •        | competition;                                                                                                   |
|         | •        | the ability of the resellers with whom we contract to handle our growth in the amount of services we sell; and |
|         | •        | the ability to implement reliable finance and management systems and controls.                                 |

            Not all of the foregoing factors are within our control.  Riverbend’s ability to manage growth successfully will require Riverbend to continuallyenhance its operational, management, financial, and information systems and controls.  We may not be able to manage or fund our growth, we may miss profitable opportunities and/or inefficiently allocate our resources which will affect our business, operatingresults, and financial condition.

*We may not be able to keep pace with technological change, which may result in a loss in customers and reduced revenues.*

            The telecommunications industry is subject to rapid and significant changes in technology, customer requirements and customer preferences.  If we fail tokeep pace with these changes, our ability to attract new customers may be impeded and we may lose existing customers.  New technologies could reduce the competitiveness of our services by reducing the cost or increasing the supply of services that compete withthose we plan to offer.

*We currently are dependent on our non-exclusive relationship with BCN to provide us with telecommunication services to market and the termination of this relationship would result in the loss of Riverbend’s primarysource of revenues.*

            In March 2002, through an assignment agreement, Riverbend entered into an agreement with NAS to provide NAS with marketing services.  NAS is a reseller oftelecommunications service, and accordingly we are dependent on NAS’ relationships with telecommunication carriers to provide us with services to market.  This is currently the primary marketing agreement we have entered into.  Our marketing agreementwith NAS is through August 2005 and may be terminated by NAS on thirty (30) days notice.  We cannot assure you that NAS will not terminate the agreement or that we will be able to enter into agreements with any other resellers.  Furthermore, if NASexperiences financial difficulties, such difficulties may result in delays in our receipt of commissions due under our contract.  As described above, NAS could terminate our contract and cease all commission payments.  If this were to occur, it would have amaterially adverse effect on our business, financial condition and results of operation.

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*Our continued success will be dependent on our ability to retain and attract experienced and knowledgeable personnel and the loss of the services of our current management would hinder our ability to conductoperations.*

            We believe that our continued success will depend to a significant extent upon the abilities and efforts of our current management.  We do not haveemployment agreements and do not maintain key man life insurance on either of our current management personnel.  The loss of the services of either of our current management, particularly Mr. Nowalsky, our President and Treasurer, would hinder our ability toconduct our operations.

            Additionally, we may hire additional management with experience in our industry.  If we choose to hire additional management, we believe our success willdepend, in part, upon our ability to find, hire and retain such additional management personnel.  The inability to find, hire and retain such personnel could affect our ability to effectively compete, adjust and predict changes in our industry.

*We believe that our long-term success will depend on our ability to offer additional services and there can be no guarantee that we will be able to offer additional services at any time in the future.*

            Riverbend currently offers local and long distance telephone services and prepaid calling cards to its customers.  However, our strategy includes offeringadditional telecommunication services in the future, such as data and internet services.  The ability of Riverbend to offer these additional services will be limited by our ability to enter into agreements with resellers of such services.  Because we areprimarily only a marketer for NAS’ services, until we establish relationships with other resellers, we are limited by NAS’ ability or desire to offer additional services.  Additionally, the entry into new markets entails risks associated with thestate of development of the market, intense competition from companies that may have greater financial resources and experience than we do, and increased selling and marketing expenses.  There can be no assurance that we will be able to offer these services orthat any services that we are able to offer will receive market acceptance in a timely manner, or at all, or that prices and demand in new markets will be at a level sufficient to provide profitable operations.

*We are only a marketer of resale telecommunications services and are dependent on third parties for our operations.*

            We are dependent upon third parties to:
|         | •        | provide telecommunications services to our customers; |
|--------------------------------------------|--------------------------------------------------|-------------------------------------------------------|
|         | •        | perform customer service functions; and               |
|         | •        | collect billing information and bill customers.       |

            We do not provide any of the above described services directly.  However, our commission payments may be dependent on the timely and satisfactoryperformance by resellers or carriers of such services.  If a reseller or carrier does not provide a customer with adequate service, such customer may terminate its use of the service and we would no longer receive any commission with regard to thatcustomer.  Any significant reduction in commissions received by Riverbend would jeopardize Riverbend’s primary revenue stream.

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*We use independent sub-agents to recruit our customers, and such sub-agents are less likely than traditional employees to remain with our company.*

            We use independent sub-agents and our relationships with other resellers to sell our services.  We believe that significant turnover among independentsub-agents from year to year is typical of direct selling.  Activities of the sub-agents in obtaining new customers are particularly impacted by changes in the level of sub-agent motivation, which in turn can be positively or negatively affected by generaleconomic conditions, modifications in the commission and training fees and in our marketing plan, and a number of intangible factors.  Our ability to attract sub-agents could be negatively affected by adverse publicity relating to Riverbend, its services or itsoperations.  Because of the number of factors that impact recruiting of sub-agents, we cannot predict when or to what extent such increases or decreases in the level of our sub-agent retention will occur.  In addition, the number of sub-agents as apercentage of the population may reach levels that become difficult to exceed due to the finite number of persons inclined to pursue an independent direct selling business opportunity.

*Our sales force is made up of independent sub-agents, and as a result, we have less control over the actions of our sales force.*

            Our sub-agents are classified as independent contractors and we are unable to provide them with the same level of direction and oversight as we would anemployee.  While we expect to implement policies and rules governing the conduct of our sub-agents and intend to periodically review the sales tactics of our sub-agents, it will be difficult to enforce such policies and rules.  Violations of these policiesand rules may reflect negatively on Riverbend.  For example, long distance carriers have been subject to complaints before the FCC and state public utility commissions regarding the unauthorized switching by agents of subscribers’ long distance carriers(also known in the industry as “slamming”).

*There is no market for our common stock and none may develop in the future.*

            There is no market for our common stock, which has been sold only in private transactions, under exemptions to registration under federal and state securitieslaws.  No stockholder should expect that a public market will develop in our common stock.  Our potential to develop a market for our common stock depends on our business success, as well as upon general market perceptions regarding our business model,which cannot be accurately predicted.

*A limited number of stockholders have substantial control over us and could prevent stockholders from effecting corporate changes.*

            Our directors and officers, in the aggregate, beneficially own approximately 98% of our outstanding common stock.  These stockholders are able tosignificantly influence all matters requiring approval by our stockholders, including:
|         | •        | the election of directors;                                          |
|--------------------------------------------|--------------------------------------------------|---------------------------------------------------------------------|
|         | •        | exercise of control over our business and policies; and             |
|         | •        | the approval of mergers or other business combination transactions. |

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*We do not intend to pay dividends.*

            We have never declared or paid cash dividends on our common stock.  For the foreseeable future, we intend to retain any earnings to finance thedevelopment and expansion of our business, and we do not anticipate paying any cash dividends on our common stock in the future.  Payment of any future dividends on our common stock will depend upon our earnings and capital requirements, the terms of our debtfacilities and other factors that our board of directors considers appropriate.

## **Risks Related To Our Industry**

*We face significant competition that may adversely affect our ability to attract and retain customers and maintain our expected pricing structure.*

            The United States telecommunication industry is highly competitive and significantly influenced by the marketing and pricing decisions of the larger industryparticipants.  We expect to compete for customers with a number of well-established providers, as well as many other providers with less significant market share.  Many of our competitors:
|         | •        | are significantly larger than us;                                        |
|--------------------------------------------|--------------------------------------------------|--------------------------------------------------------------------------|
|         | •        | have substantially greater financial, technical and marketing resources; |
|         | •        | offer a broader portfolio of services than we do;                        |
|         | •        | have long-standing relationships with many of our target customers; and  |
|         | •        | have greater name recognition and brand loyalty.                         |

            In this competitive environment, our competitors may reduce rates or offer incentives to our existing and potential customers.  For example, severaldomestic long distance carriers have introduced pricing strategies, which provide for fixed, low rates for calls.  We believe that to maintain our competitive position, we must be able to reduce our prices to meet reductions in rates by others, and cannotpredict to what extent we may need to reduce our prices or whether we will be able to sustain future pricing levels if any of our competitors introduce competing services at lower prices.  As a result, we cannot predict whether demand for any services we offerwill exist at prices that enable us to continue to attract and retain customers or achieve profitability or positive cash flow.

*We may be subject to federal, state and local regulation that could be changed to our detriment.*

            The Telecommunications Act provides for significant deregulation of the telecommunications industry.  This statute and the related regulations remainsubject to judicial review and additional rulemaking by the FCC, making it difficult to predict what effect the legislation will ultimately have on us.  Because we only act as a marketer of services offered by resellers, we do not believe that our activities aregoverned by the Act or require any federal or state regulatory approvals.

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*A high level of customer attrition could affect our results of operations by increasing costs associated with the acquisition of new customers and affecting our ability to achieve positive cash flow.*

            A high level of customer attrition is a characteristic of the domestic residential long distance industry.  Attrition is attributable to a variety offactors, including the termination of customers for non-payment and the initiatives of existing and new competitors as they engage in, among other things, national advertising campaigns, telemarketing programs and the issuance of cash or other forms ofincentives.  Although we believe that our customer retention strategy, which emphasizes personalized service will be successful, our strategy may prove unsuccessful.

**Item 2.     DESCRIPTION OF PROPERTY**

            Our address is 826 Barracks Street, New Orleans, Louisiana 70116.  Our telephone number is (504) 524-2433.  This space consists of the home-office ofour President and Treasurer, Leon Nowalsky.  We utilize the office under a verbal agreement where we do not pay rent or reimburse Mr. Nowalsky for the minimal expenses incurred.

**Item 3.     LEGAL PROCEEDINGS**

            We are not currently a party to any legal proceedings, nor are we aware of pending or threatened litigation.

**Item 4.     SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS**

            No matters were submitted during our fourth quarter of the fiscal year covered by this report to a vote of our stockholders.

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**PART II**

**Item 5.     MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES**

## **Market Information**

            Our common stock is not publicly traded.  As of March 29, 2005, no shares of common stock were subject to outstanding options.

## **Holders**

            As of March 29, 2005, we had approximately 4 beneficial owners of record of our common stock.

## **Dividends**

            We have never paid dividends on our common stock.  We anticipate that all of our future earnings will be retained for the development of our business anddo not expect to pay any cash dividends in the foreseeable future.  Any actual payment of future dividends will be at the discretion of our board of directors and will be based on our future earnings, financial condition, capital requirements and other relevantfactors.

## **Securities Authorized for Issuance under Equity Compensation Plans**

            The following table sets forth certain information concerning all equity compensation plans previously approved by stockholders and all equity compensationplans not previously approved by stockholders as of December 31, 2004.  The 2001 Stock Option Plan is our only equity compensation plan and it was approved by stockholders, however, no options have been granted pursuant to the Plan.

| **Equity Compensation Plan Information**                     |
|--------------------------------------------------------------|
|                                | **      ** | **      ** | **      ** |
|            | **Number of securities to be issued upon exercise of outstanding options, warrants and rights** | **Weighted-average exercise price of outstanding options, warrants and rights** | **Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))** |
|                                | **(a)** | **(b)** | **(c)** |
| Equity compensation plans approved by security holders       | 0 | N/A | 2,000,000 |
|                                |        |        |        |
| Equity compensation plans not approved by security holders   | N/A | N/A | N/A |
|                                |        |        |        |
| Total                                                        | 0 | N/A | 2,000,000 |

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#### **Recent Sales of Unregistered Securities**

            We did not sell any unregistered equity securities during the period covered by this report.  However, as described elsewhere, in connection with thespin-off and contribution, on March 30, 2005, Riverbend issued an aggregate of 15,315,000 shares of common stock to Messrs. Swank and Shovlain in exchange for all of their membership interests in Untied.  Riverbend relied on the exemption from theregistration requirements of the Securities Act of 1933 provided by Section 4(2) of the Securities Act.

**Item 6.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

            The following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and notesindexed in Item 7 of this Form 10-KSB and attached to this report.

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

            This Form 10-KSB for the year ended December 31, 2004 contains forward-looking statements, including among other items, our growth strategies, anticipatedtrends in our business and our future results of operations, market conditions in the telecommunications industry and the impact of governmental regulation.  These forward-looking statements are based largely on our expectations and are subject to a number ofrisks and uncertainties, many of which are beyond our control.  Actual results could differ materially from these forward-looking statements as a result of, among other things:
|         | •        | Our ability to generate revenues and achieve market acceptance;             |
|--------------------------------------------|--------------------------------------------------|-----------------------------------------------------------------------------|
|         | •        | Our ability to keep pace with rapid technological change;                   |
|         | •        | Our ability to enter into agreements with service providers and sub-agents; |
|         | •        | Our ability to market the services we offer; and                            |
|         | •        | Our ability to compete in the telecommunications industry.                  |

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

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

**Executive Summary**

            Riverbend is a developmental stage company that has no significant revenues from planned operations.  It currently markets on a limited basis local, longdistance, and prepaid calling card telecommunication services to residential customers and small to medium sized

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businesses in Louisiana.  Riverbend functions as an independent sales agent offering the products and services of carriers and resellers to customers on a retail basis.  In addition, Riverbend provides managementservices to other independent sales agents who sell telecommunication services.  Since Riverbend’s inception in August 2001, it has marketed local and long distance telephone services for one primary reseller, BCN (formerly NUI Telecom, Inc.). Additionally, Riverbend has provided management services to one independent sales agent, who is the majority stockholder’s (Mr. Nowalsky) wife.

            The majority, 52% for 2004 and 77% for 2003, of Riverbend’s revenues, exclusive of a one-time commission bonus in 2003, are generated from recurringcommissions earned on the usage of each of the customers that Riverbend is responsible for providing to BCN, and prior to its sale, NAS.  The commission percentages earned varies and is based on the telecommunication services provided to the customers byBCN.

            Additionally, 42% of Riverbend’s revenues for 2004 and 15%, of the revenues, exclusive of the one-time commission bonus, for 2003 were earned fromproviding management services to Mr. Nowalsky’s wife.  These services included managing the network of sales agents developed by Mr. Nowalsky’s wife. As consideration for its management services, Riverbend receives one-third of commissions receivedby Mr. Nowalsky’s wife.

            Since 2002, commission revenue earned from BCN (formerly NUI Telecom, Inc.), and prior to their sales, NAS and Norcom, has decreased as a percentage of totalrevenues, exclusive of the one-time commission bonus from NAS in 2003.  The percentage has gone from 90%, or $50,700, in 2002 to 52%, or $24,900, for 2004.  The decrease in revenues, exclusive of the one-time bonus commission, is mainly attributable to BCN(formerly NUI Telecom, Inc.), the company that purchased Norcom in March 2002 from individuals who later formed NAS, deciding that commissions should not be paid to Riverbend on house accounts and toll free numbers of Norcom.  These commissions had been paid toRiverbend since 2002 when NUI Telecom purchased Norcom and Riverbend’s agreement with Norcom was assigned to NAS, which utilized the network services of BCN Telecom (formerly NUI Telecom), as explained in the Major Contract section above.  Therefore,beginning in the second quarter of 2003, Riverbend no longer received commissions on long distance calls made by Norcom employees and toll free calls made by Norcom customers.

            The action taken by BCN (formerly NUI Telecom, Inc.) in 2003 was not unexpected as it had a company policy of not paying commissions on usage associated withits employees.  Therefore, as a result of BCN’s (formerly NUI Telecom, Inc.) purchase of Norcom, the policy was applied to, and accepted by, Riverbend, which resulted in the stated decrease in revenues.

            We anticipate that in the short-term the revenues earned from Mr. Nowalsky’s wife will continue to increase as a percentage of total revenues, due inlarge part to her growing volume of business from which her commissions are based.  Conversely, commission revenues earned from BCN (formerly NUI Telecom, Inc.) will probably decrease as a percentage of total revenues.  This trend is anticipated until suchtime as Riverbend recruits more sub-agents to sell BCN services, the current sub-agents increase their volume of business, and/or Riverbend becomes an independent agent for other resellers and carriers, including those that offer services in addition to those offeredby BCN.

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            In 2004, Riverbend’s Board of Directors, management and professional consultants spent considerable time on the details, which are described below, ofthe contribution transaction with United Check Services, LLC.  As a result of the time required in negotiating and preparing for this reorganization, less time has been devoted to growing Riverbend’s business.  We anticipate that since thecontribution transaction has now been completed, focus can be turned to growing the telecommunications business through Riverbend Holdings, Inc.

            On May 20, 2004, Riverbend Telecom formed Riverbend Holdings, Inc., a wholly-owned subsidiary incorporated under the laws of the State of Colorado.On July 14, 2004, Riverbend entered into a contribution agreement with Riverbend Holdings and all of the equity owners of United Check Services, L.L.C., a Louisiana limited liability company (“United”). Pursuant to the agreement, whichwas approved by stockholders on March 30, 2005, and related transactions, Riverbend has (i) transferred all of its assets, liabilities and other obligations to Riverbend Holdings in consideration for 2,046,567 shares of Riverbend Holdings common stock; (ii)distributed 2,046,667 shares of Riverbend Holdings common stock then owned by Riverbend to the Riverbend stockholders; and (iii) issued 15,315,000 shares to the United Members, who now own 88.2% of the issued and outstanding shares of Riverbend common stock, inexchange for all of their membership interests in United.  The agreement also provided that Riverbend enter into an employment agreement with Walter Reid Green, Jr., the Chief Financial Officer of United, to serve in a similar capacity with Riverbend.  Acopy of the agreement was attached as an exhibit to our Form 8-K filed April 1, 2005.

            Additionally, in order to effectuate the issuance of 15,315,000 shares to the United members, Riverbend’s Board of Directors approved an amendment to theCompany’s Articles of Incorporation to increase the number of authorized shares of common stock from 10,000,000 shares to 75,000,000 shares.

            As a result of the transactions described above, effective March 30, 2005, there was a change in control of Riverbend to United’s management, theassumption of United’s operations and liabilities and the change of Riverbend’s corporate name to UCS Holdings, Inc. or something similar.  Riverbend stockholders will maintain their current ownership in the telecommunications business of Riverbendby virtue of their identical ownership interest in Riverbend Holdings.

            Riverbend filed a definitive proxy statement with the Securities and Exchange Commission to seek stockholder approval with respect to the transactionsdescribed above.

#### **Results of Operations**

            In this section we provide more detailed information about our operating results and changes in financial position over the past two fiscal years.  Thissection should be read in conjunction with the financial statements and related notes included in this Form 10-KSB.

#### **Year ended December 31, 2004 compared to year ended December 31, 2003**

*Revenues*

            Riverbend’s revenue for the year ended December 31, 2004 was $48,162 as compared to $60,214 for the year ended December 31, 2003.  The$12,052 or 20.0% decrease is mainly

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attributable to a one-time bonus commission of $17,217 earned in 2003 from NAS.  In addition, it is also attributable to a $8,289 decrease in recurring commissions from BCN, and prior to its sale, NAS.  These revenuedecreases were partially offset by an increase of $13,721 in commission revenues earned from Mr. Nowalsky’s wife.

            The decrease in BCN, and prior to its sale, NAS recurring commission revenues is mainly attributable to BCN (formerly NUI Telecom, Inc.), the company thatpurchased Norcom in March 2002, deciding that commissions should not be paid to Riverbend on house accounts and toll free numbers of Norcom.  Therefore, commencing in 2003, Riverbend no longer received commissions on long distance calls made by Norcom employeesand on the toll free calls made by Norcom customers.  The increase in revenues from Mr. Nowalsky’s wife is based on her growing volume of business from which her commissions are based as explained in the Executive Summary.

The following table presents the composition of revenue in 2004 and 2003:
| **Revenue:**                                        | **    2004   Dollars**                            | **Percentage**                                            | **    2003   Dollars**             | **Percentage**                                      | **Variance  Dollars**                            |
|-----------------------------------------------------|---------------------------------------------------------------------------------|-----------------------------------------------------------|------------------------------------------------------------------|-----------------------------------------------------|------------------------------------------------------------|
| Commissions –  BCN/NAS  (Recurring) |   $24,928                                                             |      51.8%                       |     $33,217                                  |     55.2%                       |      ($8,289)                     |
| Commissions – BCN/NAS  (One-Time Bonus)  |         -                               |         -  %      |       17,217                       |     28.6%                       |     (17,217)                           |
| Commissions –  Related Party             |      20,321                                            |      42.2%                       |         6,600            |      11.0%                 |      13,721                       |
| Commissions –  Real Estate               |       2,913                                       |        6.0%            |         2,771                 |        4.6%      |           142 |
| Sale of Prepaid  Calling Cards                 |         -                               |         -  % |            259 |         .4%      |         (259)           |
| Other                                               |         -      |         -  % |            150 |         .2% |         (150)      |
|                       |                                                                                 |                                                           |                                                                  |                                                     |                                                            |
| Total Revenue                                       |   $48,162                                                             |    100.0%                                  |     $60,214                                  |    100.0%                            |   ($12,052)                                      |

*Cost of Revenue and Gross Profit*

            Riverbend’s cost of revenue for the year ended December 31, 2004 was $13,956 as compared to $31,454 for the year ended December 31, 2003. Included in 2003 cost of revenue is $10,961 in one-time bonus commission expense due to a sub-agent of Riverbend.  Exclusive of this one-time bonus commission, 2004 cost of revenue of $13,956, was $6,537 or 31.9% lower than 2003 cost of revenue of$20,493.

            The significant decrease in cost of revenue, exclusive of the one-time bonus commission, is mainly attributable to a reduction in commission expense related tothe decreased revenues from the Norcom house accounts and toll free calls described above. Since Riverbend was no longer earning commission revenue on the Norcom house accounts and toll free calls, it no longer had to pay commissions to the sub-agent responsible forproviding the Norcom account to the Company. Thus, Riverbend incurred less commission expense.

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            The following table presents the composition of cost of revenue in 2004 and 2003:
| **Cost ofRevenue:**                                      | **    2004   Dollars**                                  | **Percentage**                                                                        | **    2003   Dollars** | **Percentage**                            | **Variance  Dollars**  |
|----------------------------------------------------------|---------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|------------------------------------------------------|-------------------------------------------|----------------------------------|
| Commissions –  BCN/NAS  (Recurring)      |    $13,956                                                             |     100.0%                                                        |    $20,493                            |       65.2% |    ($6,537)       |
| Commissions –  BCN/NAS  (One-Time Bonus) |          -      |          -      |       10,961      |       34.8% |     (10,961) |
| Total Cost of  Revenue                              |    $13,956                                                             |    100.0%                                                              |    $31,454                            |    100.0%                  |   ($17,498)            |

            Riverbend’s gross profit for the year ended December 31, 2004 was $34,206 or 71.0% as compared to $28,760 or 47.8% for the year endingDecember 31, 2003.  The $5,446 or 23.2 percentage point increase in gross profit is mainly attributable to the revenue and gross profit on the related party commissions increasing by $13,721 from 2003. This increase was due to Mrs. Nowalsky’s growingvolume of business generating higher commissions for her, from which Riverbend earns a one-third share.  The $13,721 increase in gross profit on the related party commissions was partially offset by an $8,008 decrease in gross profit due to lower one-time andrecurring BCN commission revenues in 2004.  The lower recurring BCN commission revenues are mainly due to Riverbend no longer earning commissions on Norcom house accounts and toll free calls as described above. In addition, the significant improvement in grossprofit margin is partly attributable to Riverbend earning better margins on commissions generated by its two largest sub-agents.

               Management anticipates that revenues and gross profit margins will continue to increase.  In the short-term,we expect revenues earned from BCN to remain constant with 2004 but revenues earned from Mr. Nowalsky’s wife to increase due to her growing volume of business.  Furthermore, cost of revenues are mainly comprised of commissions paid to sub-agents who areresponsible for soliciting customers to subscribe to BCN services on behalf of Riverbend.  Management anticipates that cost of revenues will remain constant with 2004 since the commission revenues that the commission expenses are based on are anticipated toremain constant.

            Since revenues are anticipated to increase as a result of increased commissions earned from Mr. Nowalsky’s wife, and cost of revenues to remain constantwith 2004, management expects gross profit margins to continue to improve.

*General and Administrative*

            Riverbend’s general and administrative expenses for the year ended December 31, 2004 was $55,722 as compared to $27,407 for the year endedDecember 31, 2003.  The $28,315 or 103.3% increase is attributable to increased legal and accounting feesrelated to the execution of

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the contribution agreement and preparation of the proxy statement providing for the acquisition of United.

            Now that the net assets of Riverbend have been distributed to Riverbend Holdings pursuant to the previously described spin-off transaction and the acquisitionby Riverbend of United, management anticipates a decrease in the general and administrative expenses of Riverbend Holding’s telecommunications business.

*Provision for income taxes*

            Riverbend has $29,223 of net operating loss carryforwards that expire over the course of years 2021 through 2024.  However, the Company’sacquisition and reorganization described above constitutes a change in control as defined by the Internal Revenue Code, which will limit the use of net operating loss carryforwards in future periods.  We have no provision for a deferred tax asset since therealization of the asset is dependent upon future earnings during the period that temporary differences and carryforwards are expected to be available.  Because of the uncertain nature of the deferred tax asset’s ultimate realization, a valuation allowanceequal to the deferred tax asset balance has been recorded.

**Liquidity and Capital Resources**

            At December 31, 2004, Riverbend had $22,285 in cash and a $7,165 working capital surplus as compared to $36,080 in cash and a $27,746 working capitalsurplus at December 31, 2003. The $20,581 decrease in working capital is due mainly to a $27,252 decrease in cash and receivables partially offset by a $10,710 decrease in accrued expenses.  The decrease in receivables andaccrued expenses relates to the $17,217 one-time bonus commission receipt and $10,961 corresponding sub-agent bonus commission payment in March 2004. The $13,795 decrease in cash is mainly due to the payment of legal and accounting fees related to the execution ofthe contribution agreement and preparation of the proxy statement providing for the acquisition of United. Finally, a $44,123 increase in accounts payable is partially offset by a $40,000 receivable from United at December 31, 2004.  The payable increase isattributable to legal and accounting fees related to the acquisition of United, of which $40,000 in fees will be reimbursed to Riverbend by United at the closing of the contribution transaction.

               We believe that Riverbend can satisfy its cash requirements, which we estimate to be approximately $70,000, forthe next twelve (12) months with cash on hand, collection of the $40,000 receivable from United now that the reorganization acquisition has been completed, through commission revenue from current and future customer accounts and, if necessary, capital contributionsfrom the majority stockholder.  However, there are no assurances that any of these potential funding sources will be available.  If the overall outcome of the various uncertainties affecting us as described in this report is not favorable, we may be forcedto seek debt and/or equity financing on terms and conditions that may be unfavorable to us, if available at all.  In addition, upon completion of the acquisition of United and the spin-off of our current telecommunications operations, our business, management,stockholder composition and cash requirements will change.

            The majority stockholder, President and Treasurer, Mr. Leon Nowalsky, has contributed capital to Riverbend previously. Inconnection with Riverbend’s formation, he assigned to it the

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current and future rights to receive real estate commissions in connection with a November 5, 1991 lease agreement for real property located in Texas.  Mr. Nowalsky acquired the rights in August 2001 by paying$17,000 to a real estate broker who was entitled to receive as lease commissions 3% of the base monthly rental payable monthly over the primary term of the lease, which is through May 2, 2012, and any extensions thereof.  While such lease commissionrevenues are not an integral part of our business plan, the commission payments provide Riverbend with additional revenue to help pay its operating costs.  For the years ended December 31, 2004 and 2003, lease commission revenues were $2,913 and $2,771,respectively.

            In addition, Mr. Nowalsky loaned Riverbend $5,000 in August 2002.  The funds were used by Riverbend for working capital needs.  The loan is unsecuredand it earns interest at a rate of 5%.  As of December 31, 2004, Riverbend has incurred $596 in interest expense payable to Mr. Nowalsky.

            There are no present arrangements for the majority stockholder to make capital contributions.  However, as indicated above, the majority stockholder iswilling to consider additional contributions if it becomes necessary.

**Critical Accounting Policies**

            The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requiresmanagement to make judgments, assumptions, and estimates that affect the amounts reported in our financial statements and accompanying notes.  Note 1 to the financial statements describes the significant accounting policies and methods used in preparing thefinancial statements.  The Company considers the accounting policies described below to be its most critical accounting policies because the policies are impacted significantly by estimates we make.  The Company bases its estimates on historical experienceand/or various assumptions that are believed to be reasonable under the circumstances.  The results are used by management to make judgments about the carrying value of assets, liabilities, revenues and expenses.  Actual results may materially differ fromthese estimates.

*Commission Revenue Recognition*

            As described in Note 5 to the December 31, 2004 financial statements, Riverbend earns commission revenue in consideration for the management of the agentbusiness developed by Mr. Nowalsky’s wife. Riverbend receives one-third of all commissions Mr. Nowalsky’s wife receives based on the use of telecommunication services by end-users sold by her or her network of subagents. Quite often, there is a lag timeof at least a couple of months from the month the commissions are earned by Mrs. Nowalsky to the month that she learns of the amounts earned.  Accordingly, Riverbend does not learn of the amount of its one-third share until such time as she learns of her earnedcommission amount.  In addition, Mrs. Nowalsky’s earned commissions, and correspondingly Riverbend’s, may vary from month to month based on the varying number and usage of those customers that Mrs. Nowalsky and her network of subagents provide to thetelecommunication service providers. Therefore, Riverbend’s financial statements are often issued with an estimate of the commission revenue that Riverbend has earned from Mrs. Nowalsky’s wife.  Historically, the adjustment for the difference betweenthe estimated and actual commission revenues have been immaterial.

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*Commission Expense Recognition*

            Riverbend has entered into relationships with independent subagents to provide, on behalf of Riverbend, customers to NAS, a reseller of local and long distancetelecommunication services.  As consideration for providing customers to NAS on behalf of Riverbend, the subagents are paid a portion of the commissions that Riverbend receives from NAS.  Riverbend typically receives payment of its commissions byapproximately the third week following the month that the commissions are earned.  However, Riverbend does not receive the written documentation, which indicates the portion of its commission revenues attributable to each of its subagents, supporting its earnedand received commissions until a much later date. As a result, Riverbend cannot calculate the exact amount due to its subagents until the documentation is received.  Thus, financial statements are often issued with an estimate of the commission expense payableto its subagents.  Historically, the adjustment for the difference between the estimated and actual commission expenses have been immaterial.

## **Item 7.     FINANCIAL STATEMENTS**

| Index to Financial Statements:                                   |                  |
|------------------------------------------------------------------|------------------|
| Independent Auditors’ Report                               | F-1, F-2         |
| Consolidated Balance Sheets                                      | F-3              |
| Consolidated Statements of Operations                            | F-4              |
| Consolidated Statements of Changes in Stockholders’ Equity | F-5              |
| Consolidated Statements of Cash Flows                            | F-6              |
| Notes to Consolidated Financial Statements                       | F-7 – F-14 |

**Item 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**

            Not Applicable

#### **Item 8A.     CONTROLS AND PROCEDURES**

            (a)     Evaluation of disclosure controls and procedures

            Our principal executive officer and financial officer evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2004 inaccordance with Rule 13a-15 under the Exchange Act.  Based on his evaluation, he concluded that Riverbend’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 Riverbend in the reports that it files or submitsunder the Exchange Act; and |
|--------------------------------------------|--------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |               |                                                                                                                                                                                                                                                               |
|         | •        | accumulate and communicate to management, as appropriate to allow timely decisions regarding required disclosure, information required to be disclosed by Riverbend in the reports that it files or submits under the ExchangeAct.                            |

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            (b)     Changes in internal control over financing reporting

            There were no changes in Riverbend’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred duringthe quarter ended December 31, 2004 that have materially affected, or are reasonably likely to materially affect, Riverbend’s internal control over financial reporting.

#### **Item 8B.     OTHER INFORMATION**

            Not Applicable

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**PART III**

### **Item 9.     DIRECTORS AND EXECUTIVE OFFICERS**

            The following table sets forth certain information regarding our executive officers, directors and key employees as of March 29, 2005:

| **Name**                       | **Age**                        | **Position**                        | **Director Since**             |
|--------------------------------|--------------------------------|-------------------------------------|--------------------------------|
|       |       |            |       |
| Leon Nowalsky                  | 43                             | President, Treasurer and a Director | 2001                           |
| Roy Greenberg                  | 50                             | Secretary and a Director            | 2001                           |

**            Leon L. Nowalsky**founded Riverbend in August 2001, and has been our President, Treasurer and a Director since inception.  Mr.Nowalsky has over sixteen (16) years of experience in telecommunications law and regulation.  He is currently a partner in the firm of Nowalsky, Bronston & Gothard, APLLC, a New Orleans based law firm serving the telecommunications industry in regulatorymatters, mergers and acquisitions and corporate law.  The firm provides advice and counsel to over one hundred public and private telecommunications companies.  Since 1992 the firm has represented clients in numerous acquisitions and corporate financetransactions.  In 1999 alone, the firm served as lead corporate and/or regulatory counsel in transactions with an aggregate value of over $1 billion.   Mr. Nowalsky has previously served as a director of the following companies:  Network Long Distance,Inc., a long distance company which was acquired by IXC Communications (now part of Broadwing, NYSE:  BRW) for $130 million; RFC Capital Corp., a specialty finance company dedicated exclusively to the telecommunications industry which was purchased in 1999 byTFC Financial Corp., a division of Textron (NYSE:  TXT);  New South Communications, a facilities-based competitive local exchange carrier which recently received a $125 million investment from Kohlberg, Kravis & Roberts (KKR); and W2Com, LLC, a videoconferencing and distance learning provider which was recently acquired by Arel Communications & Software, Ltd. (NASDAQ:  ARLC) for $40 million.  Mr. Nowalsky currently serves as a director of J.C. Dupont, Inc., a Louisiana-based oil and gasconcern.  Mr. Nowalsky received a bachelor degree from Tulane University and a juris doctorate from Loyola Law School.  Mr. Nowalsky devotes as much time as is necessary to the business of Riverbend.

**            Dr. Roy D. Greenberg**, has been our Secretary and a Director since August 2001.  From 1990 to the present, Dr. Greenberg hasbeen in private practice, specializing in pediatric/child and adolescent populations, providing inpatient and outpatient services to children and families, including standard psychological and behavioral assessment, individual and group psychotherapy andcognitive-behavioral therapies.  From 1987 to 1989, he served as a developmental specialist for children and families referred to the Human Genetics Program at Tulane University Medical School in New Orleans, LA.  He is a member of the AmericanPsychological Association and the Society for Pediatric Psychology.  Dr. Greenberg received a B.S. in psychology in 1977 from Tulane University, a M.S. in psychology in 1982 from Tulane University and a Ph.D. in psychology in 1985 from Tulane University. Mr. Greenberg devotes as much time as is necessary to the business of Riverbend.

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## **Board of Directors**

            Directors are elected by the stockholders at the annual meeting of stockholders and serve until their successors are duly elected and qualified. Directors are elected for a term of one year.  All of the officers of Riverbend serve at the discretion of our board of directors.

**Board Committees**

            There are currently no committees of the board of directors.

## **Executive Officers of Riverbend**

**           **The only persons serving as executive officers of Riverbend are Leon Nowalsky who is the President and Treasurer, and RoyGreenberg who is the Secretary.

## **Family Relationships**

            Mr. Nowalsky and Mr. Greenberg are brothers-in-law.

**Section 16(a) Beneficial Ownership Reporting Compliance**

            To our knowledge, during the fiscal year ended December 31, 2004, our ten percent (10%) stockholders, officers and directors timely complied with allapplicable filing requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended.  This statement is based solely on a review of the copies of such reports furnished to us by such reporting persons and their written representations that suchreports accurately reflect all reportable transactions.

**Code of Ethics**

            Our Board of Directors has adopted a Code of Ethics to provide guidance on maintaining our commitment to being honest and ethical in our businessendeavors.  The Code of Ethics applies to our directors, executive officers and employees and covers a wide range of business practices, procedures and basic principles regarding corporate and personal conduct.  We undertake to provide without charge, uponrequest, a copy of our Code of Ethics.  Requests should be submitted in writing to the attention of Leon Nowalsky at 826 Barracks Street, New Orleans, Louisiana 70116.

**Change in Management**

            On March 30, 2005, pursuant to the Contribution Agreement discussed elsewhere in this Report, Riverbend’s Board of Directors appointed Jeffery C.Swank, Paul J. Shovlain and Walter Reid Green, Jr. as directors of Riverbend and Mr. Swank as President and Mr. Green as Chief Financial Officer, Treasurer and Secretary.  Biographical information concerning the newly appointed directors and officers is asfollows:

            Mr. Swank, age 45, co-founded United in 1998 in order to provide the means to efficiently collect and settle funds electronically through the ACHNetwork.  He attended Tulane

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University, majoring in Management and Finance.  Mr. Swank has been successful in numerous businesses including real estate development, financial services businesses, and debt collection agencies.  From 1995 through2003 he was engaged in the executive management of approximately fifty payday and title loans stores, employing approximately 350 workers, across five states within the southeastern portion of the United States.  Beginning in late 2003, Mr. Swank begandeveloping a plan to expand the operations of United, including the decision to convert United from a privately held entity into a public company.

            Mr. Shovlain, age 63, co-founded United in 1998.  He obtained his Bachelors of Business Administration degree from the University of Iowa in 1962. He has in excess of 40 years in business management and ownership experience, including successful automotive retail businesses, real estate holdings, and cash advance businesses.  As co-founder, Mr. Shovlain participated in the management of United since itsinception, including the decision to transform United into a public company.

            Mr. Green, age 45, has a total of twenty years experience within accounting, management, and finance.  In December 1983, Mr. Green received a Bachelor ofScience degree in Accounting, and a minor in Management and Finance, from Southeastern Louisiana University.  He successfully completed the uniform Certified Public Accountant examination in August 1986.  His experience from 1983 through 1993 includesapproximately five years in public accounting, four years in federal and state tax auditing, and five years in private industry as a tax specialist for The Louisiana Land and Exploration Company, a multi-national Fortune 500 company subsequently acquired byBurlington Industries.  In January 1993, Mr. Green became Treasurer and Chief Financial Officer of Pacesetter Ostrich Farm, Inc. following its initial public offering and listing on NASDAQ.  Mr. Green also served on its Board of Directors.  In 1998,this company completed a name change to PrimeLink Systems, Inc. and became a telecommunications service provider, specializing in the installation of underground fiber optic systems.  It’s customer base consisted mostly of larger public companies includingAT&T, SBC Communications, Adesta Communications, and Espire Communications.  In July 2002, Mr. Green became the Comptroller for Longue Vue House and Gardens Corporation, an accredited museum with approximately 40 employees located in New Orleans,Louisiana.  In March 2003, Mr. Green began his association with United, focusing initially on United’s search for a public company vehicle and ultimately on the completion of its merger with Riverbend Telecom, Inc. to become a publicly tradedcompany.  Since December 2003, Mr. Green has devoted substantially all of his business time to United.

            Mr. Green has entered into an employment agreement with Riverbend pursuant to which he will serve as Chief Financial Officer.  Under the employmentagreement, Mr. Green will receive an annual base salary of $75,000, an option to purchase 312,000 shares of the Company’s common stock at a price of $0.03 per share, which shall vest immediately upon grant, and any health insurance, life insurance, accidentinsurance, sick pay, vacation, 401(k) plan, or other plan or benefits afforded by Riverbend to its employees generally or its executive employees specifically.  A copy of the employment agreement is attached to this Report as Exhibit 10.8.

            Jeffrey C. Swank and Paul J. Shovlain were formerly the sole stockholders or members of numerous companies engaged in the lending business in the state ofFlorida and elsewhere.  The majority of the companies were domiciled in Louisiana and operated under the name “Cash Cow.”  On January 7, 1999, the Florida Department of Banking and Finance filed an

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administrative complaint and sought a cease and desist order against Jeffrey Swank, Paul Shovlain and Cash Cow (collectively “Respondents”), alleging that they engaged in the business of making consumer financeloans without obtaining a license from the Florida Department of Banking and Finance and charged interest rates on such loans in excess of the amount allowed by Florida Statute.  On December 22, 2000, following several hearings, a cease and desist order wasentered and Respondents were ordered to pay a fine.  In addition, Jeffrey Swank and Cash Cow separately filed for Chapter 11 bankruptcy in the United States Bankruptcy Court for the Northern District of Florida in 1999.  With respect to Mr. Swank, an OrderConfirming the Plan was entered November 27, 2002.  With respect to the Cash Cow entities, an Order of Dismissal was entered on December 5, 2001.

            In May 2002, Reid Green filed for protection under Chapter 7 of the federal bankruptcy code in connection with Primelink Systems, a telecommunications serviceprovider of which he was the Chief Financial Officer, default on substantial financial commitments owed to him.  The bankruptcy was discharged on November 18, 2002.

            In connection with the transactions described in Item 1.01 of this Report, Mr. Leon Nowalsky resigned as the President, Treasurer and a director of Riverbendand Dr. Greenberg resigned as Secretary and a director.

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#### **Item 10.     EXECUTIVE COMPENSATION**

**Summary Compensation Table**

| **        **                                                         | **          Annual Compensation          ** | **     Long Term Compensation Awards     ** |
|--------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------|
| **Name andPrincipal Position**                                                                               | **          Salary(1)          **           |                                                                                               | **Restricted Stock Award(s)($)** | **Options/ SARs(#)** | **All Other Compensation($)** |
| **Year**                                                                                                     | **($)**                                                                                                                                         | **Bonus**                                                                                     |
|                                                                      |                                                                                                                                                 |                                                                                               |  |  |  |  |
| Leon Nowalsky,                                                                                               | 2004                                                                                                                                            | $          0                                     | $          0 | -0- | -0- | $       0 |
| President and Treasurer                                                                                      | 2003                                                                                                                                            | $          0                                     | $          0 | -0- | -0- | $       0 |
|                                                                                                              | 2002                                                                                                                                            | $          0                                     | $          0 | -0- | -0- | $       0 |
|                                                                      |                                                                                                                                                 |                                                                                               |  |  |  |  |
| Roy Greenberg,                                                                                               | 2004                                                                                                                                            | $          0                                     | $          0 | -0- | -0- | $       0 |
| Secretary                                                                                                    | 2003                                                                                                                                            | $          0                                     | $          0 | -0- | -0- | $       0 |
|                                                                                                              | 2002                                                                                                                                            | $          0                                     | $          0 | -0- | -0- | $       0 |
| ____________________                                                                                         |
| (1)     Our officers did not receive any compensation during the periods indicated. |

## ****

**Director Compensation**

**           **Our directors do not currently and have never received any compensation for serving as directors to date.  However, we mayadopt a plan of reasonable compensation for our directors, which may include grants of options under our stock option plan.  We intend to reimburse any of our non-employee directors, should we ever have any, for all direct expenses incurred by them in attendinga board of director meeting and any committee meeting on which they serve.

**Employment Agreements**

            Riverbend does not have employment agreements with either Mr. Nowalsky or Dr. Greenberg.  Riverbend may enter into employment agreements with theseindividuals when and if we begin to generate sufficient revenue, and may also grant them options under our stock option plan.

**Stock Option Plan**

**           **In August 2001, we adopted the 2001 Stock Option Plan, which provides for the issuance of options to purchase up to 2,000,000shares of common stock to our employees, officers, directors and consultants.  The plan was approved by our stockholders in August 2001.  Unless sooner terminated, the plan will expire in August 2011.

            The purpose of the plan is to encourage stock ownership by our employees, officers, directors and consultants so that they may acquire or increase theirproprietary interest in Riverbend, and is intended to facilitate Riverbend’s efforts to (i) induce qualified persons to become our employees, officers or consultants; (ii) compensate our employees, officers, directors and consultants for past services; and(iii) encourage such persons to become employed by or remain in the employ of or otherwise continue their association with us and to put forth maximum efforts for the success of our business.

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            The plan is not intended to be the exclusive means by which we may issue options or warrants to acquire our common stock, stock awards or any other type ofaward.  To the extent permitted by applicable law, we may issue any other options, warrants or awards other than pursuant to the plan without stockholder approval.

            The plan is administered by the board of directors.  At its discretion, the board may determine the persons to whom options may be granted and the termsthereof.  The terms of any options granted under the plan are not required to be identical as long as they are not inconsistent with the express provisions of the plan.  In addition, the board may interpret the plan and may adopt, amend and rescind rulesand regulations for the administration of the plan.

**Options Granted to Directors and Executive Management**

            No options have been granted to either Mr. Nowalsky or Dr. Greenberg, Riverbend’s only directors and executive officers.

**Stock Options Granted to Executive Officers During Last Fiscal Year**

            The following table sets forth certain information regarding grants of stock options to Riverbend’s executive officers during fiscal year2004.

| **Name (a)**  | **Number of Securities Underlying Options/SARs Granted (#) (b)** | **Percent Of Total Options/SARs Granted To Employees In Fiscal Year (c)** | **Exercise Of Base Price ($/Sh) (d)** | **Expiration Date****(e)** |
|---------------|------------------------------------------------------------------|---------------------------------------------------------------------------|---------------------------------------|----------------------------|
| Leon Nowalsky | 0                                                                | --                                                                        | --                                    | --                         |
| Roy Greenberg | 0                                                                | --                                                                        | --                                    | --                         |

**Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values**

            The following table sets forth certain information with respect to stock options exercised by Riverbend’s executive officers during fiscal year2004.  In addition, the table sets forth the number of shares covered by unexercised stock options held by executive officers as of December 31, 2004 and the value of “in-the-money” stock options, which represent the positive spread between theexercise price of a stock option and the market price of the shares subject to such option as of December 31, 2004.

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| **Name (a)**  | **Shares Acquired On Exercise (b)** | **Value Realized ($) (c)** | **Number Of Unexercised Securities Underlying Options/SARs At FY-End (#) Exercisable/ Unexercisable (d)** | **Value Of Unexercised In-The-Money At FY-End ($) Exercisable/ Unexercisable****(e)** |
|---------------|-------------------------------------|----------------------------|-----------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|
| Leon Nowalsky | 0                                   | --                         | 0                                                                                                         | --                                                                                    |
| Roy Greenberg | 0                                   | --                         | 0                                                                                                         | --                                                                                    |

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**Item 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**

## **Principal Stockholders**

            The following table sets forth information with respect to the beneficial ownership of our outstanding common stock as of March 29, 2005 by:
|         | •        | each person who is the beneficial owner of more than 5% of our common stock; |
|--------------------------------------------|--------------------------------------------------|------------------------------------------------------------------------------|
|         | •        | each of our directors;                                                       |
|         | •        | each of our named executive officers in the summary compensation table;      |
|         | •        | all of our named executive officers and directors as a group.                |

| ******Name and Address of Stockholder**                        | **          ** | **Amount and Nature ofBeneficial Ownership(1)** |                                                              | **Percent of Class** |
|----------------------------------------------------------------|------------------------------------------------------------------|-------------------------------------------------|--------------------------------------------------------------|--------------------------------|
|                             |                                                                  |                        |                                                              |                                |
| Leon Nowalsky 826 Barracks Street New Orleans, Louisiana 70116 |                                                                  | 1,900,000                                       |            | 92.8%                          |
|                             |                                                                  |                                                 |                                                              |                                |
| Roy Greenberg 826 Barracks Street New Orleans, Louisiana 70116 |                                                                  | 100,000                                         |                                                              | 4.9%                           |
|                             |                                                                  |                                                 |                                                              |                                |
| All officers and directors as a group (2 persons)              |                                                                  | 2,000,000                                       |                                                              | 97.7%                          |

________________________
| (1)    | Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of 1934.  Unless otherwise stated below, each such person has sole voting and investment power with respect to all such shares.  Under Rule13d-3(d), shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstandingfor the purpose of calculating the percentage owned by each other person listed. |
|-----------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

##### ****

**Changes in Control**

            As a result of the contribution and spin-off transactions described elsewhere in this report, there was a change in control of Riverbend to United’smanagement, the assumption of United’s operations and liabilities.  The closing of these transactions occurred on March 30, 2005.  Please refer to disclosure under “Change in Management” on page 31 for additionalinformation.

**Securities Authorized for Issuance under Equity Compensation Plans**

            The information required pursuant to Item 201(d) of Regulation S-B can be found at page 18, under Item 5 of this report.

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### **Item 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

            As described elsewhere in this report, Riverbend’s offices, located at 826 Barracks Street, New Orleans, Louisiana, occupy the home-office of LeonNowalsky.  Mr. Nowalsky allows Riverbend to use the space as its headquarters rent-free.

            For the year ended December 31, 2004, we received $20,321 from the assignment of commission income from Mr. Nowalsky’s wife.  The assignmentagreement provides that as consideration for Riverbend’s management of the agent business developed by Mr. Nowalsky’s wife, Riverbend will receive one-third of all commissions Mr. Nowalsky’s wife is entitled to receive from the use oftelecommunications services by end-users sold by her or her network of subagents.  The assignment agreement is for an initial term of five years and may be extended by mutual agreement for two additional five-year periods.

            In addition, in August 2002, Leon Nowalsky loaned $5,000 to Riverbend to assist with operating costs.  The loan was evidenced by a promissory note thatbears interest at 5% per year and is payable upon demand.

**Item 13.     EXHIBITS**
| (a)                             | Exhibits:                                                                                                                                                                 |                                                                                                                                                     |
|--------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **          **   |
|             | 3.1                                                                                                                                         | Articles of Incorporation of Riverbend Telecom, Inc. dated August 21, 2001 (1)                                                                                          |
|             | 3.2                                                                                                                                         | Bylaws of Riverbend Telecom, Inc. (1)                                                                                                                                             |
|                                                                    | 3.3                                                                                                                                                                       | First Amended and Restated Articles of Incorporation of Riverbend Telecom, Inc.*                                                                                                  |
|             | 10.1                                                                                                                                        | Independent Contractor Agreement between Riverbend Telecom, Inc. and Norcom, Inc. (1)                                                                                   |
|             | 10.2                                                                                                                                        | NAS Agency Agreement dated July 30, 2002(2)                                                                                                                                  |
|             | 10.3                                                                                                                                        | Assignment Agreement dated July 30, 2002(2)                                                                                                                                  |
|             | 10.4                                                                                                                                        | Assignment Agreement dated January 1, 2003(2)                                                                                                                                |
|                                                                    | 10.5                                                                                                                                                                      | Contribution Agreement between Riverbend Telecom, Inc., Riverbend Holdings, Inc., Leon Nowalsky and the equity owners of United Check Services, LLC, dated July 14, 2004 (3) |
|                                                                    | 10.6                                                                                                                                                                      | Letter Agreement dated August 5, 2004(4)                                                                                                                                     |
|                                                                    | 10.7                                                                                                                                                                      | Agreement and Plan of Reorganization between Riverbend Telecom, Inc. and Riverbend Holdings, Inc. dated March 30, 2005*                                                      |
|             | 14                                                                                                                                          | Code of Ethics(2)                                                                                                                                                                 |
|             | 16                                                                                                                                          | Letter from Wegmann – Dazet & Company, APC to The Securities and Exchange Commission dated October 29, 2003 (5)                                               |
|                                           | 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*                                                                                    |
| -38-                                                               |
|                                           | 32.2                                                                                                                                   | Principal Financial Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002*                                                                                    |
| ________________*  Filed Herewith                        |
| (1)                                                 | The documents identified are incorporated by reference from Riverbend’s Registration Statement on Form 10-SB filed April 23, 2002.                             |
| (2)                                                                | The documents identified are incorporated by reference from Riverbend’s Form 10-KSB for the fiscal year ended December 31, 2003, filed on April 14, 2004. |
| (3)                                                                | The document identified is incorporated by reference from Riverbend’s Form 8-K filed on July 21, 2004.                                                         |
| (4)                                                                | The document identified is incorporated by reference from Riverbend’s Form 8-K filed on August 30, 2004.                                                       |
| (5)                                                 | The document identified is incorporated by reference from Riverbend’s Form 8-K filed on October 30, 2003.                                                      |

#### **Item 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES**

            The following table shows the aggregate fees billed to Riverbend for professional services by Coulter & Justus, P.C. for the fiscal years 2004 and 2003,respectively:

|                                                                                                                                                  | **Fiscal 2004** |                                | **Fiscal 2003** |
|--------------------------------------------------------------------------------------------------------------------------------------------------|-----------------|--------------------------------|-----------------|
|                                                                                                                                                  |                 |                                |                 |
| Audit Fees                                                                                                                                       | $17,726    |                                | $1,565     |
| Audit-Related fees                      | 2,632      |       | -          |
| Tax Fees                                                                                                                                         | -          |                                | -          |
| All Other Fees                                                                                                                                   | -          |                                | -          |
|                                                                                                                                                  |                 |                                |                 |
| Total Fees                                                                                                                                       | $20,358    |                                | $1,565     |
|                                                                                                                                                  |                 |                                |                 |

            *Audit Fees.*  This category includes the aggregate fees billed for professional services rendered for the audits of Riverbend’s financialstatements for fiscal years 2004 and 2003, for the reviews of the financial statements included in Riverbend’s quarterly reports on Form 10-Q during fiscal 2004 and 2003, and for services that are normally provided by the independent auditors in connection withstatutory and regulatory filings or engagements for the relevant fiscal years.

            *Audit-Related Fees.*  This category includes the aggregate fees billed in each of the last two fiscal years for assurance and related services bythe independent auditors that are reasonably related to the performance of the audits or reviews of the financial statements and are not reported above under “Audit Fees,” and generally consist of fees for due diligence in connection with acquisitions,accounting consultation and audits of employee benefit plans.

            *Tax Fees.*  This category includes the aggregate fees billed in each of the last two fiscal years for professional services rendered by theindependent auditors for tax compliance, tax planning and tax advice.

            *All Other Fees.*  This category includes the aggregate fees billed in each of the last two fiscal years for products and services provided by theindependent auditors that are not reported above under “Audit Fees,” “Audit-Related Fees,” or “Tax Fees.”

-39-

----

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

****

            In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

|                                                                                                                                                                    | RIVERBEND TELECOM, INC.                                                                                                                                                                |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                |                                                                                                                                                                    |
| Date:  March 30, 2005                      | By: /s/ LEON NOWALSKY                           |
|                                                                                                                                                                    |      Leon Nowalsky                                                                                                                                            |
|                                                                                                                                                                    |       President and Treasurer                                                                                                                            |
|                                                                                                                                                                    |       (Principal Executive and Financial Officer)                                                                                                        |

            In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on thedates indicated.

| **Signature**                                                                                                                                                                                                            | **Title**                                                                                                                                                                                                                                                                                                                                                          | **Date**                                   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------|
|                                      |                                                             |         |
|                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                 |         |
| /s/ Leon NowalskyLeon Nowalsky                                                                                                                                                                                           | President, Treasurer and Director (Principal Executive and Financial Officer)                                                                                                                                                                                                                                                                                      | March 30, 2005                        |
|                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                 |         |
|                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                 |         |
| /s/ Roy Greenberg Roy Greenberg                                                                                                                                                                                          | Secretary and Director                                                                                                                                                                                                                                                                                                                                             | March 30, 2005                        |

-40-

----

|  |
|--|

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Board of Directors and StockholdersRiverbend Telecom, Inc.

We have audited the accompanying consolidated balance sheet of Riverbend Telecom, Inc. and subsidiary (A Development Stage Company) (the “Company”) as of December 31, 2004 and 2003, and the relatedconsolidated statements of operations, stockholders’ equity and cash flows for the years then ended and the 2004 and 2003 amounts included in the statements of operations and cash flows for the period from August 21, 2001 (inception) throughDecember 31, 2004.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.  We did not audit the statements of operationsand cash flows for the period from August 21, 2001 (inception) through December 31, 2002, included in the statements of operations and cash flows for the period from August 21, 2001 (inception) through December 31, 2004.  These amounts wereaudited by other auditors whose report dated March 19, 2003, expressed an unqualified opinion on the financial statements taken as a whole, and our opinion, insofar as it relates to the statements of operations and cash flows for the period from August 21,2001 (inception) through December 31, 2002, included in the statements of operations, stockholders’ equity and cash flows for the period from August 21, 2001 (inception) through December 31, 2004, is based solely on the report of otherauditors.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control overfinancial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, weexpress no such opinion.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe our audits provide a reasonable basis forour opinion.

In our opinion, based on our audit and the report of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Riverbend Telecom, Inc. and subsidiary (ADevelopment Stage Company) as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended and the period from August 21, 2001 (inception) through December 31, 2004, in conformity with accounting principles generallyaccepted in the United States of America.

March 29, 2005

/s/ Coulter & Justus, P.C.Knoxville, Tennessee

| F-1 |
|-----|

----

| **INDEPENDENT AUDITORS’ REPORT** |
|----------------------------------------|

# ****

Shareholders and Board of DirectorsRiverbend Telecom, Inc.

                We have audited the accompanying statements of operations, changes in stockholders’ equity and cash flows for the period August21, 2001 (inception) through December 31, 2002 of Riverbend Telecom, Inc. (a development stage company).  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financialstatements based on our audit.

                We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for ouropinion.

                In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations, and itscash flows for the period August 21, 2001 (inception) through December 31, 2002 of Riverbend Telecom, Inc. (a development stage company) in conformity with accounting principles generally accepted in the United States of America.

                                                                                             **WEGMANN DAZET & COMPANY**

Metairie, LouisianaMarch 19, 2003

| F-2 |
|-----|

----

RIVERBEND TELECOM, INC.(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED BALANCE SHEETS- - - - - - -December 31, 2004 and 2003

| ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 2004 |  |  | 2003 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  |  |  |
| Current Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |  |  |  |  |  |
|    Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | $ | 22,285 |  |  | $ | 36,080 |  |
|    Accrued phone commissions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 7,043 |  |  |  | 20,500 |  |
|    Receivable – real estate commissions  (Note 2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 1,010 |  |  |  | 906 |  |
|    Due from United Check Services, LLC (Note 7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | 40,000 |  |  |  | - |  |
|    Inventory                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 91 |  |  |  | 91 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  |  |  |  |  |
|             Total Current Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | 70,429 |  |  |  | 57,577 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  |  |  |  |  |  |
| Receivable – real estate commissions  (Note 2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 13,479 |  |  |  | 14,414 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  |  |  |  |  |
|                                                                                                         |  |                        |   |     |  |                        |  |
|             Total Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | $ | 83,908 |  |  | $ | 71,991 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  |  |  |  |  |  |
| LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 2004 |  |  | 2003 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  |  |  |
| Current Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |  |  |
|    Accounts Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | $ | 57,668 |  |  | $ | 13,525 |  |
|    Accrued Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 596 |  |  |  | 11,306 |  |
|    Note Payable to Stockholder (Note 3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 5,000 |  |  |  | 5,000 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  |  |  |  |  |
|             Total Current Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 63,264 |  |  |  | 29,831 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  |  |  |  |  |  |
| Stockholders’ Equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  |  |  |  |  |
|    Common Stock; $.001 par value; 10,000,000 shares       authorized; 2,046,667 issued  (Note 7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 2,047 |  |  |  | 2,047 |  |
|    Additional paid-in capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 55,051 |  |  |  | 55,051 |  |
|    Deficit accumulated during the development stage                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | (36,454 | ) |  |  | (14,938 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  |  |  |
|             Total Stockholders’ Equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | 20,644 |  |  |  | 42,160 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  |  |  |  |  |  |
|             Total Liabilities and Stockholders’ Equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | $ | 83,908 |  |  | $ | 71,991 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  |  |  |  |  |

See accompanying Notes to Consolidated Financial Statements.F-3

----

RIVERBEND TELECOM, INC.(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF OPERATIONS- - - - - - - - - - - - Years ended December 31, 2004 and 2003 and for the Periodfrom August 21, 2001 (inception) through December 31, 2004

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 2004 |                                                                                                                                            |        | 2003               |        |                                                                                                                                            | August 21, 2001 (inception) through December 31, 2004 |                    |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------|--------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------|--------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
| Revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | $    | 48,162                                                                                                                                     |        |                    | $      | 60,214                                                                                                                                     |                                                                      |                    | $ | 183,754 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
| Cost of revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |      | 13,956                                                                                                                                     |        |                    |        | 31,454                                                                                                                                     |                                                                      |                    |  | 104,837 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|             Gross profit                                                                                                                                                                                                                                                                                                                                                                                                                        |      | 34,206                                                                                                                                     |        |                    |        | 28,760                                                                                                                                     |                                                                      |                    |  | 78,917 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
| Operating expenses:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|    General and administrative                                                                                                                                                                                                                                                                                                                                                                                                                                                           |      | 55,722                                                                                                                                     |        |                    |        | 27,407                                                                                                                                     |                                                                      |                    |  | 115,371 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|             Net (loss) income                                                                                                                                                                                                                                                                                                                                                                                                                   | $    | (21,516                                                                                                                                    | )      |                    | $      | 1,353                                                                                                                                      |                                                                      |                    | $ | (36,454 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
| Weighted average number of shares outstanding                                                                                                                                                                                                                                                                                                                                                                                                                                                          |      | 2,046,667                                                                                                                                  |        |                    |        | 2,046,667                                                                                                                                  |                                                                      |                    |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|                                                                                   |      |                         |   |     |   |                         |                                                                 |     |   |                         |   |
| (Loss) income per share – basic and fully diluted                                                                                                                                                                                                                                                                                                                                                                                                                                                | $    | (0.01                                                                                                                                      | )      |                    | $      | 0.00                                                                                                                                       |                                                                      |                    |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |

See accompanying Notes to Consolidated Financial Statements.F-4

----

RIVERBEND TELECOM, INC.(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY- - - - - - - - - - - - - - - - -For the Period August 21, 2001 (inception) through December 31, 2004

|                                                                                                                                                                                                                                                                                                                                                                                      |                    | Common Stock                                                                                           |                    |        | Additional                                                                                             |                    |                 |   |                                                                                                        |                     |                    |        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------|--------------------------------------------------------------------------------------------------------|--------------------|--------|--------------------------------------------------------------------------------------------------------|--------------------|-----------------|---|--------------------------------------------------------------------------------------------------------|---------------------|--------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                      |                    | Shares                                                                                                 |                    | Amount |                                                                                                        |                    | Paid-in Capital |   |                                                                                                        | Accumulated Deficit |                    |        | Total |  |
|                                                                                                                                                                                                                                                                                                                                                                                      |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                        |                     |                    |        |  |  |
| Common stock issued for payment of organization cost, assignment of a receivable and the contribution of prepaid calling card inventory                                                                                                                                                                                                                                              |                    | 2,000,000                                                                                              |                    | $      | 2,000                                                                                                  |                    |                 | $ | 20,098                                                                                                 |                     |                    |        |  |  |  | $ | 22,098 |  |
|                                                                |     |                   |     |        |                   |     |                 |   |                   |                |     |   |                   |   |     |   |                   |   |
| Net loss for the period from inception to December 31, 2001                                                                                                                                                                                                                                                                                                                          |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                        |                     |                    | $      | (5,730 | ) |  |  | (5,730 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                      |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                        |                     |                    |        |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                 |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                        |                     |                    |        |  |  |  |  |  |  |
| Balance as of December 31, 2001                                                                                                                                                                                                                                                                                                                                                      |                    | 2,000,000                                                                                              |                    |        | 2,000                                                                                                  |                    |                 |   | 20,098                                                                                                 |                     |                    |        | (5,730 | ) |  |  | 16,368 |  |
|                                                                                                                                                                                                                                                                                                                                                                                 |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                        |                     |                    |        |  |  |  |  |  |  |
| Net loss for the year ended December 31, 2002                                                                                                                                                                                                                                                                                                                                        |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                   |                     |                    |        | (10,561 | ) |  |  | (10,561 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                      |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                        |                     |                    |        |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                 |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                        |                     |                    |        |  |  |  |  |  |  |
| Balance as of December 31, 2002                                                                                                                                                                                                                                                                                                                                                      |                    | 2,000,000                                                                                              |                    |        | 2,000                                                                                                  |                    |                 |   | 20,098                                                                                                 |                     |                    |        | (16,291 | ) |  |  | 5,807 |  |
|                                                                                                                                                                                                                                                                                                                                                                                 |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                        |                     |                    |        |  |  |  |  |  |  |
| Private placement of common stock with the proceeds being used for working capital purposes                                                                                                                                                                                                                                                                                          |                    | 46,667                                                                                                 |                    |        | 47                                                                                                     |                    |                 |   | 34,953                                                                                                 |                     |                    |        |  |  |  |  | 35,000 |  |
|                                                                                                                                                                                                                                                                                                                                                                                 |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                        |                     |                    |        |  |  |  |  |  |  |
| Net income for the year ended December 31, 2003                                                                                                                                                                                                                                                                                                                                      |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                   |                     |                    |        | 1,353 |  |  |  | 1,353 |  |
|                                                                                                                                                                                                                                                                                                                                                                                      |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                        |                     |                    |        |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                 |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                        |                     |                    |        |  |  |  |  |  |  |
| Balance as of December 31, 2003                                                                                                                                                                                                                                                                                                                                                      |                    | 2,046,667                                                                                              |                    |        | 2,047                                                                                                  |                    |                 |   | 55,051                                                                                            |                     |                    |        | (14,938 | ) |  |  | 42,160 |  |
|                                                                                                                                                                                                                                                                                                                                                                                 |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                        |                     |                    |        |  |  |  |  |  |  |
| Net loss for the year ended December 31, 2004                                                                                                                                                                                                                                                                                                                              |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                        |                     |                    |        | (21,516 | ) |  |  | (21,516 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                      |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                        |                     |                    |        |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                 |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                        |                     |                    |        |  |  |  |  |  |  |
| Balance as of December 31, 2004                                                                                                                                                                                                                                                                                                                                                      |                    | 2,046,667                                                                                              |                    | $      | 2,047                                                                                                  |                    |                 | $ | 55,051                                                                                                 |                     |                    | $      | (36,454 | ) |  | $ | 20,644 |  |
|                                                                                                                                                                                                                                                                                                                                                                                      |                    |                                                                                                        |                    |        |                                                                                                        |                    |                 |   |                                                                                                        |                     |                    |        |  |  |  |  |  |  |

See accompanying Notes to Consolidated Financial Statements.F-5

----

RIVERBEND TELECOM, INC.(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF CASH FLOWS- - - - - - - - - - - - Years Ended December 31, 2004 and 2003 and for the Periodfrom August 21, 2001 (inception) through December 31, 2004

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 2004 |                                                                                                                                            |        | 2003               |        |                                                                                                                                            | August 21, 2001 (inception) through December 31, 2004 |                    |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------|--------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------|--------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
| Cash Flows from Operating Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|  Net (loss) income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | $    | (21,516                                                                                                                                    | )      |                    | $      | 1,353                                                                                                                                      |                                                                      |                    | $ | (36,454 | ) |
|  Receivable from United Check Services, LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                       |      | (40,000                                                                                                                                    | )      |                    |        | -                                                                                                                                          |                                                                      |                    |  | (40,000 | ) |
|  Adjustments to reconcile net (loss) income to net     cash used in operating activities:                                                                                                                                                                                                                                                                                                                                                                                     |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|     Additional paid-in capital issued for stockholder           payment of organization cost                                                                                                                                                                                                                                                                                                                                     |      | -                                                                                                                                          |        |                    |        | -                                                                                                                                          |                                                                      |                    |  | 5,000 |  |
|       Decrease (Increase) in accrued phone           commissions                                                                                                                                                                                                                                                                                                                                                       |      | 13,457                                                                                                                                     |        |                    |        | (18,060                                                                                                                                    | )                                                                    |                    |  | (7,043 | ) |
|       Decrease in receivable – real estate           commissions                                                                                                                                                                                                                                                                                                                                                 |      | 831                                                                                                                                        |        |                    |        | 761                                                                                                                                        |                                                                      |                    |  | 2,511 |  |
|       (Increase) Decrease in inventory                                                                                                                                                                                                                                                                                                                                                                                                                                   |      | -                                                                                                                                          |        |                    |        | (32                                                                                                                                        | )                                                                    |                    |  | 7 |  |
|       Increase in accounts payable                                                                                                                                                                                                                                                                                                                                                                                                                                       |      | 44,143                                                                                                                                     |        |                    |        | 1,125                                                                                                                                      |                                                                      |                    |  | 57,668 |  |
|       (Decrease) Increase in accrued expenses                                                                                                                                                                                                                                                                                                                                                                                                                            |      | (10,710                                                                                                                                    | )      |                    |        | 11,211                                                                                                                                     |                                                                      |                    |  | 596 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
| Net Cash Used in Operating Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |      | (13,795                                                                                                                                    | )      |                    |        | (3,642                                                                                                                                     | )                                                                    |                    |  | (17,715 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|                                                                                   |      |                         |   |     |   |                         |                                                                 |     |   |                         |   |
| Cash Flows from Financing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |   |
|  Proceeds from sale of common stock                                                                                                                                                                                                                                                                                                                                                                                                                                                               |      | -                                                                                                                                          |        |                    |        | 35,000                                                                                                                                     |                                                                      |                    |  | 35,000 |  |
|  Loan from Stockholder                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |      | -                                                                                                                                          |        |                    |        | -                                                                                                                                          |                                                                      |                    |  | 5,000 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
| Net Cash Provided by Financing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                              |      | -                                                                                                                                          |        |                    |        | 35,000                                                                                                                                     |                                                                      |                    |  | 40,000 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|             Net (Decrease) Increase in Cash                                                                                                                                                                                                                                                                                                                                                   |      | (13,795                                                                                                                                    | )      |                    |        | 31,358                                                                                                                                     |                                                                      |                    |  | 22,285 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|             Cash at beginning of period                                                                                                                                                                                                                                                                                                                                                                                                         |      | 36,080                                                                                                                                     |        |                    |        | 4,722                                                                                                                                      |                                                                      |                    |  | - |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |
|             Cash at end of period                                                                                                                                                                                                                                                                                                                                                                                                               | $    | 22,285                                                                                                                                     |        |                    | $      | 36,080                                                                                                                                     |                                                                      |                    | $ | 22,285 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                                                                            |        |                    |        |                                                                                                                                            |                                                                      |                    |  |  |  |

See accompanying Notes to Consolidated Financial Statements.F-6

----

| RIVERBEND TELECOM, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - - - - - - - - - - - - - - - Years Ended December 31, 2004 and 2003 and for the Period from August 21, 2001 (inception) through December 31, 2004 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 1)                                  | Summary of significant accounting policies                                                                                                                                                                                                                                                                                                                                                                                |
|--------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                              | This summary of accounting policies for Riverbend Telecom, Inc. (the “Company”) and its wholly-owned subsidiary, Riverbend Holdings, Inc., is presented to assist in understanding the Company’s financialstatements.  The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the consolidated financial statements. |
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                           |  |
|                                                              | a)                                                                                                                                                                                                                                                                                                                                                                                               | Organization and basis of presentationRiverbend Telecom was incorporated under the laws of the State of Nevada on August 21, 2001.  The Company is in the development stage as there have been no significant revenues earned from planned principal operations. On May 20, 2004, Riverbend Telecom formed Riverbend Holdings, Inc., a wholly-owned subsidiary incorporated under the laws of the State of Colorado to facilitate the transfer of the Company’s assets and liabilities pursuant to the Company’sContribution Agreement discussed more fully in Note 7. The Company’s policy is to prepare its financial statements on the accrual basis of accounting with a fiscal year end of December 31st. |
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                           |  |
|                                                              | b)                                                                                                                                                                                                                                                                                                                                                                                               | Principles of ConsolidationThe consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany accounts and transactions are eliminated. |
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                           |  |
|                                                              | c)                                                                                                                                                                                                                                                                                                                                                                                                    | Nature of businessThe Company was organized to market as an independent sales agent telecommunication services for carriers and resellers of local and long distance telephone, and prepaid calling card, data and internet services.  The Company will enterinto contracts with various telecommunication carriers and resellers that will provide for an ongoing commission stream to the Company for local, long distance, data and internet usage generated by each of the customers that the Company is responsible for providingto the carriers and resellers. As an independent sales agent, the Company is not responsible for transporting, billing and collecting for the usage associated with each customer.  The Company provides the customer specific information to the carrier or reseller who handles all of thesefunctions.  The Company intends that under the majority of its contracts, the carrier or reseller will be contractually obligated to pay the Company commissions on a monthly basis for as long as each customer remains on the carrier or reseller’s service orin some instances, for as long as the customers solicited by the Company maintain a specified volume or revenue with the specific carrier or reseller. |

F-7

----

RIVERBEND TELECOM, INC.(A DEVELOPMENT STAGE COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- - - - - - - - - - - - - - -Years Ended December 31, 2004 and 2003 and for the Period from August 21, 2001 (inception) through December 31, 2004
| 1)                                  | Summary of significant accounting policies |
|--------------------------------------------------------------|--------------------------------------------|
|            |                                            |
|                                                              | c)                | Nature of business (continued)The Company records these monthly commissions as revenue when earned. The Company recognizes revenues from the sale of prepaid calling cards at the time the cards are sold.  Provisions for discounts, returns, and other adjustments are provided for in the same period the related revenues are recorded. The Company has focused its marketing efforts on residential and small to medium sized businesses located primarily in Louisiana and its surrounding region.  As a method to acquire customer accounts, the Company is developing a network of independent salesagents. |
|                                                         |                                            |  |
|                                                              | d)                | Use of estimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates. |
|                                                         |                                            |  |
|                                                              | e)                | Cash and cash equivalentsFor purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with maturities of three months or less to be cash equivalents. |
|                                                         |                                            |  |
|                                                              | f)                | Fair value of financial instrumentsThe fair value of the Company’s financial instruments approximates their carrying value based upon the type and nature of the financial instruments. |
|                                                         |                                            |  |
|                                                              | g)                | InventoryInventory consists of prepaid telephone cards that are stated at the lower of cost (first-in, first-out method) or market. |
|                                                         |                                            |  |
|                                                              | h)                | ReceivablesThe Company performs ongoing credit evaluations of its customers’ financial condition, but does not require collateral to support customer receivables. The Company charges accounts to bad debt expense as they are determined to beuncollectible based upon a review of aging and collections. The Company has experienced no credit losses. |
|                                                         |                                            |  |
|                                                              | i)                | Major agency agreementsIn late 2003 BCN Telecom, Inc. (“BCN”) (formerly “NUI Telecom, Inc.”), a reseller of telecommunication services, purchased Norcom Agency Services, Inc., (“NAS”). |

F-8

----

RIVERBEND TELECOM, INC.(A DEVELOPMENT STAGE COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- - - - - - - - - - - - - - -Years Ended December 31, 2004 and 2002 and for the Period from August 21, 2001 (inception) through December 31, 2004
| 1)                                  | Summary of significant accounting policies |
|--------------------------------------------------------------|--------------------------------------------|
|            |                                            |
|                                                              | i)                | Major agency agreements (continued)Riverbend had an agreement with NAS to provide it with customers seeking local, long distance data and internet telecommunication services, of which the Company decided to concentrate its initial efforts on marketing longdistance services.  Under the non-transferable and non-exclusive BCN (formerly NAS) agreement, Riverbend is paid commissions by BCN on all local and long distance revenues generated by BCN from customers provided to it by the Company. The agreement, which can be terminated by BCN with 30 days notice, expires in August 2005; however, a new agreement may be entered into at the expiration of the current agreement. Additionally, the agreement provided for a one-time bonus commission to be paid to the Company based on the September 2003 usage revenue generated by NAS, which was subsequently purchased by BCN as described above, from customers provided to it by the Company. In 2003, the Company earned $17,217 in bonus commissions under this arrangement, which amounted to 29% of total revenues. The bonus commission was received in March 2004. For the years ended December 31, 2004 and 2003, the Company earned 52% or $24,928 and 84% or $50,434, respectively, of its revenue from commissions paid by BCN. The Company has agreements with five sub-agents to provide customers, on the Company’s behalf, to BCN. Pursuant to agreements with the sub-agents, portions of the commissions that are received by the Company from BCN are paid to the sub-agents. In addition,one of the sub-agents was entitled to $10,961 of the $17,217 bonus commissiondescribed above, which amounted to 35% of total cost of revenues in 2003.For the years ended December 31, 2004 and 2003, the Company incurred $13,956 and $31,454, respectively, in commission expense under these agreements. |
|                                                         |                                            |  |
|                                                              | j)                                         | Income TaxesIncome taxes are generally provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of assets for financialand income tax reporting.  The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. |

F-9

----

RIVERBEND TELECOM, INC.(A DEVELOPMENT STAGE COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- - - - - - - - - - - - - - -Years Ended December 31, 2004 and 2002 and for the Period from August 21, 2001 (inception) through December 31, 2004
| 1)                                  | Summary of significant accounting policies |
|--------------------------------------------------------------|--------------------------------------------|
|            |                                            |  |
|                                                              | k)                | Stock-based compensationThe Company accounts for its stock options using the intrinsic value method as prescribed by Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees" and related interpretations. The Company hasadopted the disclosure-only provisions of the Financial Accounting Standards Board ("FASB") Statement No. 123, "Accounting for Stock-Based Compensation" (“FAS 123”), as amended by FASB Statement No. 148, “Accounting for Stock-Based Compensation -Transition and Disclosure (“FAS 148”). The Company has no awards issued or outstanding under its stock option plans; accordingly, there is no impact on the Company’s results of operations had the Company adopted the fair value recognition provisionsof FAS 123. |
|                                                         |                                            |  |
|                                                              | l)                | Earnings (loss) per shareBasic earnings (loss) per common share are calculated by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period.  Diluted earnings (loss) per share reflects the potential dilutionthat could occur if options or awards to issue common stock were exercised or converted into common shares. Diluted earnings (loss) per common share are calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options andawards. There are no potentially dilutive stock options, awards or stock appreciation rights outstanding for the year ended December 31, 2004. |
|                                                         |                                            |  |
|                                                              | m)                                         | Recent PronouncementsIn December 2004, the Financial Accounting Standards Board issued SFAS 123R, "Share-Based Payment", which is a revision of SFAS No. 123 and supersedes APB Opinion No. 25. SFAS 123R requires all share-based payments toemployees, including grants of employee stock options, to be valued at fair value on the date of grant, and to be expensed over the applicable vesting period. The Statement is effective for interim periods beginning after December 15, 2005. The Company is currentlyassessing the impact of adopting SFAS No. 123R on its consolidated results of operations. |

F-10

----

RIVERBEND TELECOM, INC.(A DEVELOPMENT STAGE COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- - - - - - - - - - - - - - -Years Ended December 31, 2004 and 2002 and for the Periodfrom August 21, 2001 (inception) through December 31, 2004
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |
|--------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
| 2)                                  | Receivable - real estate commissions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |
|                                                              |             In 2001, the majority shareholder assigned to the Company the current and future rights to receive real estate commissions in connection with a lease agreementfor real property located in Texas.  In addition, the majority shareholder assigned to the Company the rights to receive a commission of 1.5% to 2.5% on the selling price of the property subject to certain limitations. The underlying lease can be renewed forthree consecutive periods of ten years each, under the same terms and conditions as the primary term.             The receivable for these real estate commissions earns interest at 19.5% and has a carrying value of $14,489 (including $1,010 reflected as current) at December 31, 2004, and $15,320 (including$906 reflected as current) at December 31, 2003.                                                                                                                         |
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |
| 3)                                                           | Note Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |
|                                                              |             The company has an unsecured note payable to the majority stockholder in the amount of $5,000.  The note bears interest at 5% and is payable ondemand.  The Company incurred $250 in interest expense during 2004 and 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4)                                  | Stock option plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                              |             In August 2001, the Company’s Board of Directors adopted a stock option plan (the “2001 Stock Option Plan”).  The Plan, which expires inAugust 2011, authorizes the Board of Directors to grant non-qualified and incentive stock options, stock awards and stock appreciation rights to eligible employees, directors, officers and consultants of the Company.  The Plan provides for the reservation andavailability of up to 2,000,000 shares of common stock of the Company. The Board of Directors fixes the term of any option granted under the Plan at the time the option is granted.  As defined in the Plan, the exercise price for each option shall be equal to 85%to 110% of the fair market value of the common stock on the date of grant and shall vest as determined by the Board of Directors.  There are no options, stock awards or stock appreciation rights granted under the Plan for the year ended December 31, 2004 or2003. |

F-11

----

RIVERBEND TELECOM, INC.(A DEVELOPMENT STAGE COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- - - - - - - - - - - - - - -Years Ended December 31, 2004 and 2002 and for the Periodfrom August 21, 2001 (inception) through December 31, 2004
| 5)                                  | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                              |             For the years ended December 31, 2004 and 2003, the Company earned $20,320 and $6,600, respectively, from an assignment of commission revenues from Mr.Nowalsky’s wife.  The assignment agreement provides that as consideration for Riverbend’s management of the agent business developed by Mr. Nowalsky’s wife, Riverbend will receive one-third of all commissions Mr. Nowalsky’s wife isentitled to receive from the use of telecommunication services by end-users sold by her or her network of subagents.  The assignment agreement is for an initial term of five years and may be extended by mutual agreement for two additional five-yearperiods.                                                                                 |
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 6)                                  | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                              |             The Company has no provisions for current or deferred income taxes for the years ended December 31, 2004 and 2003.             Under the asset and tax liability method of SFAS No. 109, “Accounting for Income Taxes”, deferred tax assets and liabilities are recognized for the estimated future tax consequencesattributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled.  Thetax effects of temporary differences that give rise to the deferred tax assets as of December 31 are as follows: |

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 2004   |                                                                                                                                            |        | 2003                           |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------|---|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |        |                                                                                                                                            |        |                                |   |
| Deferred tax assets:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |        |                                                                                                                                            |        |                                |   |  |  |
|                                                                                         |   |                         |   |       |   |                         |   |
|     Net operating loss carryforwards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | $      | 4,383                                                                                                                                      |        |                                | $ | 197 |  |
|     Accrued expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |        |                                                                                                                                            |        |                                |   | 1,644 |  |
|     Organizational costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |        | 1,085                                                                                                                                      |        |                                |   | 400 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |        |                                                                                                                                            |        |                                |   |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |        | 5,468                                                                                                                                      |        |                                |   | 2,241 |  |
| Less:  Valuation allowance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |        | (5,468                                                                                                                                     | )      |                                |   | (2,241 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |        |                                                                                                                                            |        |                                |   |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | $      | 0                                                                                                                                          |        |                                | $ | 0 |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |        |                                                                                                                                            |        |                                |   |  |  |

F-12

----

RIVERBEND TELECOM, INC.(A DEVELOPMENT STAGE COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- - - - - - - - - - - - - - -Years Ended December 31,2004 and 2002 and for the Periodfrom August 21, 2001 (inception) through December 31, 2004
| 6)                                  | Income Taxes (continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|            |             A valuation allowance is required for those deferred tax assets that are not likely to be realized.  Realization is dependent upon future earnings duringthe period that temporary differences and carry forwards are expected to be available.  Because of the uncertain nature of their ultimate realization, a full valuation allowance is recorded against these deferred tax assets. The valuation allowance increased$3,227 in 2004 due to the increase in deferred tax assets for which realization is not probable. The valuation allowance decreased $202 in 2003 due to a decrease in deferred tax assets.             The Company has net operating loss carryforwards available to offset future income taxes; however, the Company’s execution of the Contribution Agreement disclosed in Note 7 will constitute achange in control as defined by the Internal Revenue Code, which will limit the use of net operating loss carryforwards in future periods.  These carryforwards, before the IRC limitation, expire as follows |

| Year Generated |              | Year of Expiration |              | NOL Carryforward |
|----------------|--------------------------------------------------------------------------|--------------------|--------------------------------------------------------------------------|------------------|
| 2001           |                                                                          | 2021               |                                                                          | $                | 711 |
| 2002           |                                                                          | 2022               |                                                                          |                  | 11,562 |
| 2004           |                                                                          | 2024               |                                                                          |                  | 16,950 |
|                |                                                                          |                    |                                                                          |                  |  |
|                |                                                                          |                    |                                                                          | $                | 29,223 |
|                |                                                                          |                    |                                                                          |                  |  |

|            |             A reconciliation of income tax (benefit) expense with the amount of tax computed by applying the federal statutory rate to pre-tax income follows: |
|--------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                                                                                                                                                                                                                                                                                                                                                                                                        | 2004 |                                                                                            |   | 2003               |                                                                                            |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------|--------------------------------------------------------------------------------------------|---|--------------------|--------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                            |   |                    |                                                                                            |
| Pre-tax (loss) income                                                                                                                                                                                                                                                                                                                                                                                  | $    | (21,516                                                                                    | ) |     |                                                                                            |  |  |  | $ | 1,353 |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                            |   |                    |                                                                                            |  |  |  |  |  |  |  |  |  |  |
|                                                                   |      |                 |   |                    |                 |  |  |  |  |                 |  |  |                 |  |  |
| Tax (benefit) expense at statutory rate                                                                                                                                                                                                                                                                                                                                                                |      | (7,315                                                                                     | ) |          | 34                                                                                         |  | % |     | $ | 460 |  |     | 34 |  | % |
| Tax bracket                                                                                                                                                                                                                                                                                                                                                                                            |      | 4,088                                                                                      |   |                    | (19                                                                                        | ) | % |  |  | (258 | ) |  | (19 | ) | % |
| Valuation allowance                                                                                                                                                                                                                                                                                                                                                                                    |      | 3,227                                                                                      |   |                    | (15                                                                                        | ) | % |  |  | (202 | ) |  | (15 | ) | % |
|                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                            |   |                    |                                                                                            |  |  |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                                                                                                                                                                                                                   |      |                                                                                            |   |                    |                                                                                            |  |  |  |  |  |  |  |  |  |  |
|      Total income taxes                                                                                                                                                                                                                                                                                                                                                       | $    | 0                                                                                          |   |                    | 0                                                                                          |  | % |  | $ | 0 |  |  | 0 |  | % |
|                                                                                                                                                                                                                                                                                                                                                                                                        |      |                                                                                            |   |                    |                                                                                            |  |  |  |  |  |  |  |  |  |  |

F-13

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RIVERBEND TELECOM, INC.(A DEVELOPMENT STAGE COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- - - - - - - - - - - - - - -Years Ended December 31,2004 and 2002 and for the Periodfrom August 21, 2001 (inception) through December 31, 2004
| 7)                                  | Acquisition and Reorganization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                              | Subsequent to year-end the Company’s Board of Directors approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 10,000,000 shares to75,000,000 shares.In July 2004, the Company entered into a Contribution Agreement providing for the acquisition of United Check Services, LLC (“United”) through the issuance of 15,315,000 shares of the Company’s common stock(which will constitute a controlling interest of the Company’s common stock), in exchange for the contribution to the Company of United members’ equity interest in United. The transaction, which was completed in March 2005, provides the former owners ofUnited with 88.2% of the Company.  The transaction will be accounted for as a reverse acquisition, except that no goodwill or other intangibles will be recorded.  That is, the transaction, after the disposition of the Company’s assets and liabilities,is equivalent to the issuance of stock by United for the net monetary assets of the Company, accompanied by a recapitalization. Immediately prior to the Company’s stockholders’ approval of the Contribution Agreement, the Company transferred all of its assets, liabilities and other obligations to its subsidiary, Riverbend Holdings, Inc., in consideration for 2,046,567 of RiverbendHoldings common stock which were subsequently distributed by Riverbend Telecom to its stockholders on a pro rata basis.The Company incurred certain legal and professional expenses associated with the Contribution Agreement which will be reimbursed to the Company by United.  The reimbursement receivable amounted to $40,000 as of December 31,2004. |

F-14