SECURITIES AND EXCHANGE COMMISSION
                         Washington, 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, 2002

[   ]     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)
<TABLE>
<CAPTION>
<S>                                                   <C>
             NEVADA                                   91-2150635
             ------                                   ----------
  (State or Other Jurisdiction of          (IRS Employer Identification No.)
   Incorporation or Organization)

         826 BARRACKS STREET
          NEW ORLEANS, LA                                70116
          ---------------                                -----
(Address of Principal Executive Offices)               (Zip Code)
</TABLE>

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

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

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

                      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 the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
                         Yes   X       No
                             -----        -----
Indicate by check mark 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
information statements 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: $56,169

At March 24, 2003, 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 $0.

                  DOCUMENTS INCORPORATED BY REFERENCE:

                                  NONE

Page 1 of 49 pages                       Exhibits are indexed on page 30.

<PAGE>
                            TABLE OF CONTENTS

PART I

Item 1.   Description of Business

Item 2.   Description of Property

Item 3.   Legal Proceedings

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


PART II

Item 5.   Market for Common Equity and Related Stockholder Matters

Item 6.   Management's Discussion and Analysis or Plan of Operation

Item 7.   Financial Statements

Item 8.   Change In and Disagreements with Accountants on Accounting and
          Financial Disclosure


PART III

Item 9.   Directors and Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a) of the Exchange Act

Item 10.  Executive Compensation

Item 11.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters

Item 12.  Certain Relationships and Related Transactions

Item 13.  Exhibits and Reports on Form 8-K

Item 14.  Controls and Procedures



                                   -2-
<PAGE>
                                 PART I

     IN THIS ANNUAL REPORT ON FORM 10-KSB THE TERMS "RIVERBEND TELECOM,"
"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 AND
UNCERTAINTIES.  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

BACKGROUND

     Riverbend is a Nevada corporation formed in August 2001.  Since
inception, Riverbend has conducted only limited operations other than
organizational matters, including entering into one agreement with
Norcom, Inc., as more fully set forth below.

BUSINESS STRATEGY

     GENERAL STRATEGY

     Riverbend markets telecommunication services for resellers and
carriers of local and long distance telephone and internet services.  In
August, 2001, Riverbend entered into a marketing agreement with Norcom,
Inc., a reseller of telecommunication services, to market long distance
telephone services on behalf of Norcom for commission based compensation.
This is currently the only marketing agreement Riverbend has entered into
and accounted for approximately 92% of our revenues for the year ended
December 31, 2002.  In the next twelve months, we intend to enter into
agreements with other resellers of telecommunication services, however we
have not had any significant discussions with any other resellers.  In
our efforts to identify potential resellers with whom we may enter into
future agreements, our management attends industry conferences at which
resellers are present and offering their products.  Our long term
strategy is to achieve continued growth and profitability by focusing our
marketing efforts on residential customers and small to medium sized
businesses; by reducing our overall cost of delivering local and long
distance telecommunications and internet services; by providing back
office support for other resellers; and by developing additional reseller
and provider relationships and products to expand Riverbend's target
market and product mix while improving profit margin.  Riverbend also
intends to develop a network of independent sub-agents, which we believe
is the most cost-effective method to acquire new customer accounts.

     ACQUISITIONS

     There are numerous small to mid-size long distance agent companies
operating throughout the United States.  Although Riverbend presently has
no understanding, arrangement or agreement to make any other
acquisitions, Riverbend believes that many existing agents are willing to
be acquired due to the lack of sufficient revenue vis-a-vis their current
operating expenses.  Riverbend believes that it has the ability to
maximize the potential of these

                                   -3-
<PAGE>
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 one telecommunication reseller (Norcom) to small and
medium-sized business and residences primarily in the State of Louisiana
and the surrounding regions.  Riverbend functions as an independent sales
agent, offering the products and services of the reseller or carrier to
our customers on a retail basis.  We currently offer long distance, local
and prepaid calling card services, but may expand our offerings in the
near future.  By focusing our marketing efforts in a small geographic
region, we strive to provide our customers with more personalized service
and more frequent customer contact, which we hope will translate into
increased customer satisfaction and greater customer longevity.
Furthermore, we intend that our concentrated customer base will satisfy
voids in certain telecommunication resellers' or carriers' networks,
making such resellers or carriers more likely to engage the services of
Riverbend in their effort to diversify their customer base and expand
their service offerings to underserved markets.

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

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

                                   -4-
<PAGE>
INDUSTRY BACKGROUND

     According to the FCC's reports, the market for telecommunications
services has grown and continues to grow rapidly in the United States.
The overall telecommunications market presently consists of $366 billion
dollars in revenues divided amongst the following markets:

     *    $121 billion local service market;
     *    $108 billion long distance market;
     *    $50 billion equipment market;
     *    $62 billion wireless/paging market;
     *    $15 billion information services; and
     *    $10 billion cable TV market.

     Allegedly to combat "slamming," the unauthorized conversion of a
customer's preselected telecommunication carrier, many local exchange
carriers 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 on the 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 by
Riverbend.  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, the Bell 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 opening conditions.
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
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 is impossible 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 their existing 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 long distance 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 volume telecommunication customers.  We currently target
small and medium-sized business 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, leaving our
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, greater

                                   -5-
<PAGE>
reliability and security.  We believe that we have positioned ourself to
effectively market the telecommunication services of various resellers
and carriers to customers in these target markets.

     Furthermore, a local focus should provide a competitive advantage in
customer acquisition and retention.  It is our goal to establish high
customer 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 small and 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 $30.00 and $50.00 in telecommunication service per month.
While our customers are currently located primarily in Louisiana, we
anticipate that through a network of independent sub-agents, we will be
able to expand our market to include small and medium-sized businesses
and residences throughout the United States.

MAJOR CONTRACT

     NORCOM, INC.  In August 2001, we entered into an agreement with
Norcom, Inc. ("Norcom"), a Florida based reseller of telecommunication
services.  Pursuant to the agreement, we are entitled to market local,
long distance and pre-paid calling card services on Norcom's behalf to
commercial and residential customers on an agency basis.  The agreement
is non-exclusive and we are one of many companies with whom Norcom enters
into marketing relationships.  Norcom pays sales commissions to us on a
monthly basis equal to ten percent (10%) of all revenues generated by
those customers provided to Norcom through our marketing efforts.  Norcom
is responsible for all credit checks, bad debt, collection costs and
billing costs.  Our commissions are paid on billed revenues regardless of
whether end-users pay their invoices to Norcom.  Consequently, we suffer
no charge backs or usage on accounts that are delinquent in payment or
written off as bad debt. However, any commissions paid on delinquent
accounts that are not eventually collected will, at the discretion of
Norcom, be subject to deduction against future commission payments.  Our
agreement with Norcom is for an initial period of two years and can be
terminated by either party upon thirty (30) days notice.

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

     In an effort to enter contractual relationships with other providers
or resellers of telecommunication services, management of Riverbend
attends various industry conferences and meetings at which resellers of
local and long distance services are present and offering their products.
At such functions, we meet with various resellers and determine who
currently has the best and most favorable telecommunication offerings in
a specific geographic region.  Once we identify a specific reseller, we
then proceed with negotiating a marketing relationship and

                                   -6-
<PAGE>
contract, which will provide us with commission based compensation for
marketing the telecommunication services provided by the reseller.

     As described above, for the year ended December 31, 2002, we
received 100% of our commission revenues and 92% of our overall revenues
from one telecommunication reseller, Norcom.  For the year ended December
31, 2002, we received $51,399 in commission revenue from Norcom.  Of this
amount, we paid $42,034 to our five current sub-agents.  In the future,
we will attempt to enter into sub-agent relationships that provide for a
more favorable commission structure to Riverbend.  Additionally, we will
seek to enter into additional agreements with other resellers and/or
carriers, to market their services as well.

PRODUCTS AND SERVICES

     We intend to market a variety of telecommunication products on
behalf of resellers or carriers.  With respect to Norcom, we offer 1+,
800 and travel card services.  We are also capable of offering various
Internet services to our customers, but have chosen to initially
concentrate our efforts on marketing the long distance services described
above.  We target customers with long distance phone bills ranging
between $20.00 and $700.00 per month, although we have several large
customers billing over $1000.00 per month.  We believe that the products
we currently offer provide for favorable rates 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 residential customers, 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.

INDEPENDENT SUB-AGENTS

     We engage unaffiliated sub-agents to market the services that we
offer on behalf of various resellers and carriers.  It is our intent that
our sub-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 promote a 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 and services 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 or
carrier 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 and monitoring) and the
customer base the sub-agent provides to Riverbend.  We currently have
verbal agreements with five (5) sub-agents to solicit customers on our
behalf.

     The market for sub-agents is competitive.  However, we believe that
we will be able to attract and retain qualified sub-agents by offering
them the opportunity to:

     *    participate in our stock option plan;

                                   -7-
<PAGE>
     *    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 who has a need for long distance 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 which
sets 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 the customer.  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, the customer 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 ourselves through 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 the reseller 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 pricing decisions 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 with
numerous 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 we do.  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 and local 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 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 charged by 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.

                                   -8-
<PAGE>
     Management recognizes that the telecommunications industry is
comprised of hundreds of telecommunications carriers.  However, we
believe that many of these 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 and services.  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 among carriers 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 as Enhanced Communications Group and American Phone
Services; and the in-house sales staffs of major telecommunications
carriers, such as WorldCom and Sprint.  The majority of in-house sales
staffs of major carriers are better financed than Riverbend and are often
able to 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.

TELECOMMUNICATIONS INDUSTRY REGULATION

GENERAL

     While Riverbend's marketing of telecommunication services is not
subject to governmental regulation, the resellers and carriers with whom
Riverbend contracts 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 same state.

     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 how that 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 rules are
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, direct mail 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's pre-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 federal requirements of the verification of orders for
telecommunication services and establishing additional financial
penalties for slamming.  In addition, many states have been

                                   -9-
<PAGE>
active in restricting marketing through new legislation and regulation
such as "Do Not 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 of Riverbend'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 companies such 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 difficult for 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 and carriers 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 interstate service 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 a resellers' or carrier's 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 forfeitures and 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 distance industry.  The Telecommunications Act remains subject to
judicial review and additional FCC rulemaking, and 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 regarding interconnection 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 areas where they allegedly 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 at least 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 also impose
various reporting requirements and/or require approval for transfers of
control or certified carriers, corporate reorganizations, acquisitions or
telecommunication operations, assignments or carrier assets, including
subscriber bases, carrier stock offerings and incurrence by carriers of
significant debt obligations.  Certificates of

                                  -10-
<PAGE>
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 and policies 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 place
burdensome 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 Greenberg devote 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 the operations 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 independent sub-agents who are not employees of
Riverbend.  Such agents are paid on a commission basis.  As of March 24,
2003, we had verbal agreements with five (5) independent sub-agents to
act on Riverbend's behalf.

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 are not 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 risks effecting 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.

     We began marketing telecommunications services in August 2001.
Substantially all of our revenue to date has been derived from our
marketing of the services offered by 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 compete successfully
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.

                                  -11-
<PAGE>
     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
financial results.

OUR ABILITY TO GENERATE REVENUES AND ACHIEVE MARKET ACCEPTANCE IS
UNCERTAIN BECAUSE OUR BUSINESS IS BASED ON AN UNTESTED BUSINESS PLAN,
WHICH MAY NOT LEAD TO PROFITABILITY.

     Our business is based on an untested business plan.  Our failure to
complete our development and to market our services and products
successfully could significantly affect our ability to succeed.  If we
cannot achieve profitability from our operating activities, we may not be
able to meet our:

     *    capital expenditure requirements;
     *    debt service obligations; or
     *    working capital needs.

     Our profitability will depend primarily upon our ability to earn
commissions from the marketing of telecommunications services offered by
resellers and other telecommunications carriers.

OUR FUTURE GROWTH WILL 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 will require additional amounts
of capital.  We cannot be certain that additional financing will be
available to us on acceptable terms when required or at all.  If we do
not obtain needed financing, our ability to implement our business
strategy could be impaired.

BECAUSE WE ARE IN THE DEVELOPMENT STAGE, WE EXPECT TO EXPERIENCE INITIAL
RAPID GROWTH WHICH WILL BE DIFFICULT TO MANAGE.

     Our strategy includes acting as a marketer for other resellers of
local and long distance telephone services.  Because we are currently in
the development stage, we expect to initially experience rapid growth,
which will place additional demands upon our current management and other
resources and will require additional working capital, information
systems, and management, operational, and other financial resources.  The
growth of Riverbend will depend on various 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 continually enhance 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 effect our business, operating results,
and financial condition.

                                  -12-
<PAGE>
OUR BUSINESS COULD BE MATERIALLY HARMED IF WE DO NOT KEEP PACE WITH
TECHNOLOGICAL CHANGES.

     The telecommunications industry is subject to rapid and significant
changes in technology, customer requirements and customer preferences.
We may not be able to keep pace with technological change.  If we fail to
keep 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 with those we plan to
offer.

WE CURRENTLY ARE DEPENDENT ON OUR RELATIONSHIP WITH NORCOM TO PROVIDE US
WITH TELECOMMUNICATION SERVICES TO MARKET.

     In August 2001, Riverbend entered into an agreement with Norcom,
Inc. to provide Norcom with marketing services.  Norcom is a reseller of
long distance telephone service, and accordingly we are dependent on
Norcom's relationships with telecommunication carriers to provide us with
long distance telephone services to market.  At this time, we do not have
agreements with any other resellers.  Our marketing agreement with Norcom
is for a period of two years and may be terminated on thirty (30) days
notice.  We cannot assure you that Norcom will not terminate the
agreement or that we will be able to enter into agreements with any other
resellers.  Furthermore, if Norcom experiences financial difficulties,
such difficulties may result in delays in our receipt of commissions due
under our contract.  As described above, Norcom could terminate our
contract and cease all commission payments.  If this were to occur, it
would have a materially adverse effect on our business, financial
condition and results of operation.

THE SUCCESS OF OUR COMPANY WILL BE DEPENDENT ON OUR ABILITY TO RETAIN AND
ATTRACT EXPERIENCED AND KNOWLEDGEABLE PERSONNEL.

     Riverbend believes that its continued success will depend to a
significant extent upon the abilities and efforts of its current
management.  Riverbend does not have employment agreements and does not
maintain key man life insurance on either of its current management.  The
loss of the services of either of our current management, particularly
Mr. Nowalsky, our President and Treasurer, would hinder our ability to
raise funds and conduct our operations.

     Additionally, Riverbend may hire additional management with
significant experience in our industry.  If we choose to hire additional
management, we believe our success will depend, 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.

     Riverbend's strategy includes offering additional telecommunication
services in the future, such as data and paging 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 are currently only a marketer for Norcom's services, until we
establish relationships with other resellers, we are limited by Norcom's
ability or desire to offer additional services.  Additionally, the entry
into new markets entails risks associated with the state of development
of

                                  -13-
<PAGE>
the market, intense competition from companies that may have greater
financial resources and experience than Riverbend, and increased selling
and marketing expenses.  There can be no assurance that we will be able
to offer these services or that 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 DEPENDENT ON THIRD PARTIES FOR OUR OPERATIONS.

     We are dependent upon third parties to:

     *    provide long distance telephone service to our customers;
     *    perform customer service functions; and
     *    collect billing information and bill customers.

     Riverbend is only a marketer of resale telecommunications services
and does not provide any of the above described services directly.
However, our commission payments may be dependent on the timely and
satisfactory performance 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 Riverbend would no
longer receive any commission with regard to that customer.  Any
significant reduction in commissions received by Riverbend would have an
adverse affect on our business, financial condition and results of
operations.

WE INTEND TO USE INDEPENDENT SUB-AGENTS TO RECRUIT OUR CUSTOMERS, AND
SUCH SUB-AGENTS ARE LESS LIKELY THAN TRADITIONAL EMPLOYEES TO REMAIN WITH
OUR COMPANY.

     Riverbend intends to use independent sub-agents and its relationship
with other resellers to sell its services.  We believe that significant
turnover among independent sub-agents from year to year is typical of
direct selling.  Activities of the sub-agents in obtaining new
subscribers are particularly impacted by changes in the level of
sub-agent motivation, which in turn can be positively or negatively
affected by general economic 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 or its services or its
operations.  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 a percentage 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.

BECAUSE OUR SALES FORCE IS MADE UP OF INDEPENDENT SUB-AGENTS, WE HAVE
LESS CONTROL OVER THE ACTIONS OF OUR SALES FORCE.

     Because our sub-agents are classified as independent contractors,
and not as employees of Riverbend, we are unable to provide them with the
same level of direction and oversight as an employee.  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 policies and rules may reflect negatively on Riverbend.  Long
distance carriers have been subject to complaints before the FCC and
state

                                  -14-
<PAGE>
public utility commissions regarding the unauthorized switching 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 securities laws.  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 97.7%
of our outstanding common stock.  These stockholders are able to
significantly 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.

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
the development 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 debt facilities 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 industry participants.  We expect to compete for customers
with a number of well-established providers, as well as may 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.

                                  -15-
<PAGE>
     In this competitive environment, our competitors may reduce rates or
offer incentives to our existing and potential customers.  For example,
several domestic 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 cannot predict 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 offer will 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 remain subject 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 are
governed by the Act or require any federal or state regulatory approvals.

A HIGH LEVEL OF CUSTOMER ATTRITION IS CHARACTERISTIC OF OUR INDUSTRY.

     A high level of subscriber attrition is a characteristic of the
domestic residential long distance industry.  Attrition is attributable
to a variety of factors, 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 of
incentives.  Although we believe that our customer retention strategy,
which emphasizes personalized service will be successful, our strategy
may prove unsuccessful.  Because our revenue is based on recurring fees
received from our customers, a high level of 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.

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 of our 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, we do not intend
to lease any office space during the next twelve (12) months.

ITEM 3.        LEGAL PROCEEDINGS

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

                                  -16-
<PAGE>
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.









                                  -17-
<PAGE>
                                 PART II

ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     Our common stock is not publicly traded.  As of March 24, 2003, no
shares of common stock were subject to outstanding options.  We have not
agreed to register any of our outstanding shares of common stock under
the Securities Act and as of March 24, 2003, no shares of common stock
could be sold pursuant to Rule 144 under the Securities Act.

HOLDERS

     As of March 24, 2003, we had approximately four (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 and do 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 relevant
factors.

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 compensation plans not previously approved by stockholders as of
December 31, 2002.  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.
<TABLE>
<CAPTION>
                                        EQUITY COMPENSATION PLAN INFORMATION

                           NUMBER OF SECURITIES TO        WEIGHTED-AVERAGE         NUMBER OF SECURITIES
                           BE ISSUED UPON EXERCISE        EXERCISE PRICE OF         REMAINING AVAILABLE
                           OF OUTSTANDING OPTIONS,       OUTSTANDING OPTIONS,       FOR FUTURE ISSUANCE
                             WARRANTS AND RIGHTS         WARRANTS AND RIGHTS           UNDER EQUITY
                                                                                     COMPENSATION PLANS
                                                                                   (EXCLUDING SECURITIES
                                                                                   REFLECTED IN COLUMN (a))

                                    (a)                         (b)                         (c)
<S>                                 <C>                         <C>                         <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
</TABLE>

                                  -18-
<PAGE>
RECENT SALES OF UNREGISTERED SECURITIES

     In August 2001, we issued a total of 2,000,000 shares of our common
stock consisting of 1,900,000 shares to Leon Nowalsky and 100,000 shares
to Roy Greenberg, our directors and executive officers.  As consideration
for his shares, Mr. Nowalsky paid $5,000 of Riverbend's organization
costs, assigned to Riverbend a $17,000 receivable and contributed $98 in
prepaid calling card inventory.  Mr. Greenberg received his shares in
consideration for his payment of $1,000 in cash to Riverbend.  The
issuance of common stock was pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended (the
"Act") and related state private offering exemptions.  These individuals
took their shares for investment purposes without a view to distribution
and had access to information concerning Riverbend.  The certificates
bear restricted legends prohibiting sale or transfer unless registered
pursuant to the Act and blue sky laws or an exemption therefrom is
available.

     During the first quarter of 2003, pursuant to a private offering, we
sold a total of 46,667 shares of our common stock to two accredited
investors, as defined by Rule 501 of Regulation D promulgated under the
Act.  The shares were sold for $0.75 per share.  The issuance of common
stock was pursuant to the exemption from registration provided by Section
4(2) of the Act and Regulation D and Rule 506 promulgated thereunder, and
related state private offering exemptions.  The investors took their
shares for investment purposes without a view to distribution and had
access to information concerning Riverbend.  The certificates bear
restricted legends prohibiting sale or transfer unless registered
pursuant to the Act and blue sky laws or an exemption therefrom is
available.









                                  -19-
<PAGE>
ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     The following discussion regarding our financial condition and
results of operations should be read in conjunction with the financial
statements and notes indexed 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, 2002 contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including statements regarding, among other items, our growth
strategies, anticipated trends in our business and our future results of
operations, market conditions in the telecommunications industry and the
impact of governmental regulation.  These forward-looking statements are
based largely on our expectations and are subject to a number of risks
and uncertainties, many of which are beyond our control.  Actual results
could differ materially from these forward-looking statements as a result
of, among other things:

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

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

     Riverbend undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise after the date of this Form 10-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 the
forward-looking statements.

OVERVIEW

     Riverbend is currently a developmental stage company.  Since
inception, we have had no significant revenues from planned operations
and have marketed telecommunication services for resellers and carriers
of local and long distance telephone and internet services on a limited
basis. In August 2001, Riverbend entered into a marketing agreement with
Norcom, Inc., a reseller of telecommunication services, to market long
distance telephone services on behalf of Norcom for commission based
compensation.  This is currently the only marketing agreement Riverbend
has entered into and accounted for approximately 92% of our revenues for
the year ended December 31, 2002.  In the next twelve months, we intend
to enter into agreements with other resellers of telecommunication
services, however we have not had any significant discussions with any
other resellers.  In our efforts to identify potential resellers with
whom we may enter into future agreements, our management attends industry
conferences at which resellers are

                                  -20-
<PAGE>
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 cost of delivering local and long distance
telecommunications and internet services; by providing back office
support for other resellers; and by developing additional reseller and
provider relationships and products to expand Riverbend's target market
and product mix while improving profit margin.  Riverbend is also
developing a network of independent sub-agents, which we believe is the
most cost-effective method to acquire new customer accounts.

     As an independent sales agent, we are not responsible for
transporting, billing and collecting for the usage associated with each
customer.  We provide the customer specific information to the carrier or
reseller who then handles all of these functions.  We intend that under
the majority of our contracts, the carrier or reseller will be
contractually obligated to pay Riverbend commissions on a monthly basis
for as long as each customer remains on the carrier's or reseller's
service or in some instances, for as long as the customers solicited by
Riverbend maintain a specified volume or revenue.

PLAN OF OPERATION

     As described above, in August 2001, we entered into an agreement
with Norcom, Inc. ("Norcom"), a Florida based reseller of
telecommunication services.  Pursuant to the agreement, we are entitled
to market local, long distance and pre-paid calling card services on
Norcom's behalf to commercial and residential customers on an agency
basis.  The agreement is non-exclusive and we are one of many companies
with whom Norcom enters into marketing relationships.  Norcom pays sales
commissions to us on a monthly basis equal to ten percent (10%) of all
revenues generated by those customers provided to Norcom through our
marketing efforts.  Norcom is responsible for all credit checks, bad
debt, collection costs and billing costs.  Our commissions are paid on
billed revenues regardless of whether end-users pay their invoices to
Norcom.  Consequently, we suffer no charge backs or usage on accounts
that are delinquent in payment or written off as bad debt. However, any
commissions paid on delinquent accounts that are not eventually collected
will, at the discretion of Norcom, be subject to deduction against future
commission payments.  Our agreement with Norcom is for an initial period
of two years and can be terminated by either party upon thirty (30) days
notice.  For the years ended December 31, 2002 and 2001, we earned 92% or
$51,339 and 93% or $17,958, respectively, of our revenue from commissions
paid by Norcom.

     Pursuant to our agreement with Norcom, we engage sub-agents to
solicit customers for Norcom on our behalf.  Such sub-agents are
unaffiliated parties and are paid a commission based upon a portion of
the commission revenue we receive each month from Norcom.  Commissions
paid to individual sub-agents vary depending upon the amount of work
Riverbend is required to perform for any particular sub-agent (which may
include accounting services and customer tracking and monitoring) and the
customer base the sub-agent is able to provide to Riverbend.  Currently,
we have engaged five (5) sub-agents to solicit customers on our behalf.

     In connection with our Norcom agreement, we entered into a verbal
agreement with an individual sub-agent to provide customers on
Riverbend's behalf to Norcom.  We pay the sub-agent the commission
revenue that we receive each month from Norcom, less $500, which we
retain.  In 2002, we entered into verbal agreements with four (4)
additional sub-agents to provide

                                  -21-
<PAGE>
customers, on our behalf, to Norcom.  Pursuant to the verbal agreements
with the sub-agents, a portion of the commissions that are received by us
from Norcom are paid to the sub-agents.  For the years ended December 31,
2002 and December 31, 2001, we incurred a total of $42,034 and $15,958,
respectively, in commission expense under all of our sub-agent
agreements.

     In addition, in connection with our formation, Leon Nowalsky, our
president, treasurer, director and majority stockholder, assigned to
Riverbend the current and future rights to receive real estate
commissions in connection with a November 5, 1991 lease agreement for
real property located in Texas.  Mr. Nowalsky acquired the rights in
August 2001 by paying $17,000 to a real estate broker who was entitled to
receive as lease commissions 3% of the base monthly rental payable
monthly over the primary term of the lease, which is through May 2, 2012,
and any extensions thereof.  In addition, Mr. Nowalsky assigned to
Riverbend the rights to receive a commission on the sale of the property
by the lessor to the lessee during the primary term of the lease.
Detailed information concerning the real estate commissions is set forth
in Note 2 to the financial statements included in this report.  While
such commission revenues are not an integral part of our business plan,
the commission payments provide us with additional revenue to help pay
our operating costs.

     Other than the activity described in this report, we have engaged in
very little business activity and have not hired any employees.  We
estimate that Riverbend can satisfy its cash requirements, which we
estimate to be approximately $25,000 for the next twelve (12) months,
through commission revenue from current and future customer accounts.

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

ITEM 7.        FINANCIAL STATEMENTS

     Index to Financial Statements:

       Independent Auditors' Report. . . . . . . . . . . . . . . .F-1


       Balance Sheets. . . . . . . . . . . . . . . . . . . . . . .F-2

       Statements of Operations. . . . . . . . . . . . . . . . . .F-3

       Statements of Changes in Stockholders' Equity . . . . . . .F-4

       Statements of Cash Flows. . . . . . . . . . . . . . . . . .F-5

       Notes to Financial Statements . . . . . . . . . . . . . F-6 - F-12

                                  -22-
<PAGE>
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     None.









                                  -23-
<PAGE>
                                PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The following table sets forth certain information regarding our
executive officers, directors and key employees as of March 24, 2003:

Name             Age   Position                           Director Since
----             ---   --------                           --------------

Leon Nowalsky    41    President, Treasurer and a Director     2001
Roy Greenberg    48    Secretary and a Director                2001

     LEON L. NOWALSKY founded Riverbend in August 2001, and has been our
President, Treasurer and a Director since August 2001.  Mr. Nowalsky has
over fourteen (14) 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 regulatory matters, 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 finance transactions.  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 by TFC 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 video conferencing
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 gas concern.

     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 has been 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 and cognitive-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 American Psychological
Association and the Society for Pediatric Psychology.

                                  -24-
<PAGE>
     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.

BOARD OF DIRECTORS

     Our articles of incorporation, as amended, provide that the number
of members of our board of directors shall be not less than one and not
more than three.  Our current number of directors is two.  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 Roy Greenberg 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, 2002,
our ten percent (10%) stockholders, officers and directors timely
complied with all applicable 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 such reports
accurately reflect all reportable transactions.









                                  -25-
<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

     The following table sets forth information regarding compensation
paid to our President and those other individuals who served as executive
officers since Riverbend's inception in August 2001.

<TABLE>
<CAPTION>
                           Annual Compensation          Long Term Compensation Awards
                        ----------------------------------------------------------------
                                                        Restricted
                               Salary                     Stock    Options/  All Other
     Name and           -------------------              Award(s)    SARs  Compensation
Principal Position      Year (1)      ($)     Bonus        ($)       (#)        ($)
------------------      --------      ---     -----        ---       ---        ---

<S>                       <C>       <C>       <C>          <C>       <C>        <C>
Leon Nowalsky,            2002      $     0   $     0      -0-       -0-        $    0
President and Treasurer   2001      $     0   $     0      -0-       -0-        $    0

Roy Greenberg,            2002      $     0   $     0      -0-       -0-        $    0
Secretary                 2001      $     0   $     0      -0-       -0-        $    0
</TABLE>
________________________
(1)  Riverbend was incorporated and Messrs. Nowalsky and Greenberg
     commenced their employment in August 2001.

DIRECTOR COMPENSATION

     Our directors do not currently and have never received any
compensation for serving as directors to date.  However, we expect to
adopt 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 attending a 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 Mr. Greenberg, its only employees.  Riverbend may enter into
employment agreements with these individuals when and if we begin to
generate sufficient revenue, and may also grant them options under our
stock option plan.

2001 STOCK OPTION PLAN

     In August 2001, we adopted the 2001 Stock Option Plan, which
provides for the issuance of options to purchase up to 2,000,000 shares
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 their proprietary 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

                                  -26-
<PAGE>
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.

     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 of award.  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 terms thereof.

     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 rules and regulations for the
administration of the plan.

OPTIONS GRANTED TO DIRECTORS AND EXECUTIVE MANAGEMENT

     No options have been granted to any of Riverbend's directors or
executive officers.









                                  -27-
<PAGE>
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 year 2002.

<TABLE>
<CAPTION>
                       NUMBER OF     PERCENT OF TOTAL
                      SECURITIES      OPTIONS/SARS       EXERCISE
                      UNDERLYING       GRANTED TO           OF
                     OPTIONS/SARS     EMPLOYEES IN       BASE PRICE   EXPIRATION
      NAME            GRANTED (#)      FISCAL YEAR        ($/SH)         DATE
      (a)                 (b)             (c)               (d)          (e)

<S>                       <C>             <C>               <C>          <C>
Leon Nowalsky . . . . . .  0              --                --           --

Roy Greenberg . . . . . .  0              --                --           --
</TABLE>

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
year 2002.  In addition, the table sets forth the number of shares
covered by unexercised stock options held by executive officers as of
December 31, 2002 and the value of "in-the-money" stock options which
represent the positive spread between the exercise price of a stock
option and the market price of the shares subject to such option as of
December 31, 2002.

<TABLE>
<CAPTION>
                                                        NUMBER OF
                                                       UNEXERCISED
                                                        SECURITIES     VALUE OF
                                                        UNDERLYING    UNEXERCISED
                                                       OPTIONS/SARS   IN-THE-MONEY
                        SHARES                         AT FY-END (#)  AT FY-END ($)
                       ACQUIRED     VALUE REALIZED     EXERCISABLE/   EXERCISABLE/
      NAME            ON EXERCISE         ($)          UNEXERCISABLE  UNEXERCISABLE
      (a)                 (b)             (c)              (d)            (e)

<S>                       <C>             <C>              <C>            <C>
Leon Nowalsky . . . . . . 0               --               0              --

Roy Greenberg . . . . . . 0               --               0              --
</TABLE>



                                  -28-
<PAGE>
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 24, 2003
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            Amount and Nature of
of Stockholder             Beneficial Ownership(1)     Percent of Class
--------------             -----------------------     ----------------

Leon Nowalsky                     1,900,000                  92.8%
826 Barracks Street
New Orleans, Louisiana 70116

Roy Greenberg                       100,000                   4.9%
826 Barracks Street
New Orleans, Louisiana 70116

All officers and directors        2,000,000                  97.7%
as a group (2 persons)

________________________
(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
     Rule 13d-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 outstanding for
     the purpose of calculating the percentage owned by each other person
     listed.

CHANGES IN CONTROL

     There are no understandings, arrangements or agreements known by
management at this time which would result in a change in control of
Riverbend.

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.

                                  -29-
<PAGE>
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)       Exhibits:

          3.1  Articles of Incorporation of Riverbend Telecom, Inc. dated
               August 21, 2001(1)

          3.2  Bylaws of Riverbend Telecom, Inc.(1)

          10.1 Independent Contractor Agreement between Riverbend
               Telecom, Inc. and Norcom, Inc. (1)

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

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

________________
(1)  The documents identified are incorporate by reference from
Riverbend's Registration Statement on Form 10-SB filed April 23, 2002.

(b)  Reports on Form 8-K:

     None

ITEM 14.  CONTROLS AND PROCEDURES

     (a)  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.  Our
principal executive officer and principal financial officer have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Exchange Act Rule 13a-14(c)) as of
a date within 90 days of the filing date of this annual report.  Based on
that evaluation, the principal executive officer and principal financial
officer has concluded that Riverbend's disclosure controls and procedures
are effective to ensure that material information relating to Riverbend
is made known to such officer by others within Riverbend, particularly
during the period this annual report was prepared, in order to allow
timely decisions regarding required disclosure.

     (b)  CHANGES IN INTERNAL CONTROLS.  There have not been any
significant changes in our internal controls or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation.



                                  -30-
<PAGE>
                               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 duly authorized.


                                   RIVERBEND TELECOM, INC.

Date:  March 31, 2003              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 the dates indicated.

SIGNATURE              TITLE                              DATE
---------              -----                              ----


/s/ Leon Nowalsky      President, Treasurer and           March 31, 2003
-----------------      Director (Principal Executive and
Leon Nowalsky          Financial Officer)


/s/ Roy Greenberg      Secretary and Director             March 31, 2003
-----------------
Roy Greenberg







                                  -31-
<PAGE>
                             CERTIFICATIONS

     I, Leon Nowalsky, certify that:

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

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

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

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

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

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

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

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

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

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

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

/s/ Leon Nowalsky
-------------------------
Leon Nowalsky
Title:  President (Principal Executive Officer)
Date:  March 31, 2003

                                  -32-
<PAGE>
                             CERTIFICATIONS

     I, Leon Nowalsky, certify that:

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

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

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

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

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

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

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

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

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

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

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

/s/ Leon Nowalsky
-------------------------
Leon Nowalsky
Title:  Treasurer (Principal Financial Officer)
Date:  March 31, 2003

                                  -33-
<PAGE>










                         RIVERBEND TELECOM, INC.
                      (A DEVELOPMENT STAGE COMPANY)

                          FINANCIAL STATEMENTS
                           - - - - - - - - - -
              Year Ended December 31, 2002, the Period from
            August 21, 2001 (inception) to December 31, 2001,
           and for the Period from August 21, 2001 (inception)
                        through December 31, 2002









                                  -34-
<PAGE>










                         RIVERBEND TELECOM, INC.










                            TABLE OF CONTENTS
                            -----------------

                                                                 Page(s)
                                                                 -------

Independent Auditors' Report                                       F-1

Financial Statements


  Balance Sheets                                                   F-2

  Statements of Operations                                         F-3

  Statements of Changes in Stockholders' Equity                    F-4

  Statements of Cash Flows                                         F-5

Notes to Financial Statements                                    F6 - F12









                                  -35-
<PAGE>










                      INDEPENDENT AUDITORS' REPORT


Shareholders and Board of Directors
Riverbend Telecom, Inc.

     We have audited the accompanying balance sheets of Riverbend
Telecom, Inc. (a development stage company) as of December 31, 2002 and
2001, and the related statements of operations, changes in stockholders'
equity and cash flows for the year ended December 31, 2002 and the
periods from (inception), August 21, 2001, through December 31, 2002 and
2001. 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 audits.

     We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards
require 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 financial statements. An audit also
includes assessing the accounting principles used and significant
estimates by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

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

                                   WEGMANN-DAZET & COMPANY, APC.

Metairie, Louisiana
March 19, 2003









                                   F-1
<PAGE>
<TABLE>
<CAPTION>
                         RIVERBEND TELECOM, INC.
                      (A DEVELOPMENT STAGE COMPANY)

                             BALANCE SHEETS
                             - - - - - - - -
                       December 31, 2002 and 2001

                                 ASSETS
                                 ------

                                                                            2002             2001
                                                                            ----             ----
<S>                                                                      <C>              <C>
Current Assets
  Cash                                                                   $      4,722     $      7,378
  Accrued phone commission                                                      2,440              -
  Receivable - real estate commissions  (Note 2)                                  761              706
  Inventory                                                                        58              169
                                                                         ------------     ------------
     Total Current Assets                                                       7,981            8,253

Receivable - real estate commissions  (Note 2)                                 15,321           16,083
                                                                         ------------     ------------

     Total Assets                                                        $     23,302     $     24,336
                                                                         ============     ============



                  LIABILITIES AND STOCKHOLDERS' EQUITY
                  ------------------------------------
                                                                            2002             2001
                                                                            ----             ----

Current Liabilities
  Accounts Payable                                                       $     12,495     $      7,968
  Note Payable (Note 3)                                                         5,000              -
                                                                         ------------     ------------
                                                                               17,495            7,968

Stockholders' Equity
  Common Stock; $.001 par value; 10,000,000 shares
  authorized; 2,000,000 issued  (Note 7)                                        2,000            2,000
  Additional paid-in capital                                                   20,098           20,098
  Deficit accumulated during the development stage                            (16,291)          (5,730)
                                                                         ------------     ------------
     Total Stockholders' Equity                                                 5,807           16,368
                                                                         ------------     ------------

     Total Liabilities and Stockholders' Equity                          $     23,302     $     24,336
                                                                         ============     ============










             See accompanying Notes to Financial Statements.
                                   F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         RIVERBEND TELECOM, INC.
                      (A DEVELOPMENT STAGE COMPANY)

                        STATEMENTS OF OPERATIONS
                        - - - - - - - - - - - - -
Year ended December 31, 2002, the Period from August 21, 2001 (inception)
to December 31, 2001, and for the Period from August 21, 2001 (inception)
                        through December 31, 2002

                                                                       August 21, 2001     August 21, 2001
                                                                     (inception) through (inception) through
                                                            2002      December 31, 2001   December 31, 2002
                                                            ----      -----------------   -----------------
<S>                                                     <C>              <C>                <C>
Revenues                                                $     56,169     $     19,209       $     75,378

Cost of revenues                                              43,216           16,211             59,427
                                                        ------------     ------------       ------------

   Gross profit                                              12,953            2,998             15,951

Operating expenses:
   General and administrative                                23,514            8,728             32,242
                                                       ------------     ------------       ------------

   Net loss                                            $    (10,561)    $     (5,730)      $    (16,291)
                                                       ============     ============       ============

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

Loss per share - basic and
 fully diluted                                         $     (0.005)    $     (0.003)
                                                       ============     ============











             See accompanying Notes to Financial Statements.
                                   F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         RIVERBEND TELECOM, INC.
                      (A DEVELOPMENT STAGE COMPANY)

              STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
              - - - - - - - - - - - - - - - - - - - - - - -
  For the Period August 21, 2001 (inception) through December 31, 2002


                                      Common Shares
                                   --------------------  Additional
                                                           Paid-in
                                   Shares       Amount     Capital     Deficit      Total
                                   ------       ------     -------     -------      -----
<S>                               <C>           <C>        <C>         <C>          <C>
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
                                  =========     ======     =======     ========     =======









             See accompanying Notes to Financial Statements.
                                   F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         RIVERBEND TELECOM, INC.
                      (A DEVELOPMENT STAGE COMPANY)

                        STATEMENTS OF CASH FLOWS
                        - - - - - - - - - - - - -
Year Ended December 31, 2002, the Period from August 21, 2001 (inception)
to December 31, 2001, and for the Period from August 21, 2001 (inception)
                        through December 31, 2002



                                                                       August 21, 2001     August 21, 2001
                                                                     (inception) through (inception) through
                                                            2002      December 31, 2001   December 31, 2002
                                                            ----      -----------------   -----------------
<S>                                                     <C>              <C>                <C>
Cash Flows from Operating Activities
  Net  (loss)                                          $    (10,561)     $     (5,730)      $    (16,291)
  Additional paid-in capital issued for
   stockholder payment of organization
   cost                                                         -               5,000              5,000
  Adjustments to reconcile net loss to
   Net cash provided by operating
    activities
     Increase in accrued phone
       Commissions                                           (2,440)              -               (2,440)
     Decrease in receivable - real
       estate commission                                        707               212                919
     Decrease (Increase) in inventory                           111               (72)                39
     Increase in accounts payable                             4,527             7,968             12,495
                                                       ------------      ------------       ------------


   Net Cash (Used) Provided by Operating Activities          (7,656)            7,378               (278)
                                                       ------------      ------------       ------------

   Net Cash Provided by Investing Activities                    -                 -                  -
                                                       ------------      ------------       ------------

   Cash Flows from Financing Activities
    Loan from Shareholder                                     5,000               -                5,000
                                                       ------------      ------------       ------------
   Net Cash Provided by Financing Activities                  5,000               -                5,000
                                                       ------------      ------------       ------------

     Net (Decrease) Increase in Cash                         (2,656)            7,378              4,722

       Cash at beginning of period                            7,378               -                  -
                                                       ------------      ------------       ------------
     Cash at end of period                             $      4,722      $      7,378       $      4,722
                                                       ============      ============       ============










             See accompanying Notes to Financial Statements.
                                   F-5
</TABLE>
<PAGE>
                         RIVERBEND TELECOM, INC.
                      (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO FINANCIAL STATEMENTS
                      - - - - - - - - - - - - - - -
Year Ended December 31, 2002, the Period from August 21, 2001 (inception)
  to December 31, 2001, and the Period from August 21, 2001 (inception)
                        through December 31, 2002


1)   Summary of significant accounting policies
     ------------------------------------------

          This summary of accounting policies for Riverbend Telecom, Inc.
     is presented to assist in understanding the Company's financial
     statements.  The accounting policies conform to generally accepted
     accounting principles and have been consistently applied in the
     preparation of the financial statements.

     a)   Organization and basis of presentation
          --------------------------------------
          The Company 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.  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)   Nature of business
          ------------------
          The 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 cards and
          Internet services.  The Company will enter into contracts with
          various telecommunication carriers and resellers that will
          provide for an ongoing commission stream to the Company for
          local, long distance and Internet usage generated by each of
          the customers that the Company is responsible for providing to
          the carriers and resellers.

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

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

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

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

                      NOTES TO FINANCIAL STATEMENTS
                      - - - - - - - - - - - - - - -
Year Ended December 31, 2002, the Period from August 21,2001 (inception)
  to December 31, 2001, and the Period from August 21, 2001 (inception)
                        through December 31, 2002

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

     c)   Use of estimates
          ----------------
          The preparation of financial statements in conformity with
          generally accepted accounting principles requires management to
          make estimates and assumptions that affect the reported amounts
          of assets and liabilities 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.

     d)   Cash and cash equivalents
          -------------------------
          For 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.

     e)   Concentrations of credit risk
          -----------------------------
          At December 31, 2002, the Company maintained cash balances at
          one bank.  The Federal Deposit Insurance Corporation insures
          balances up to $100,000 at the bank.

     f)   Inventory
          ---------
          Inventory consists of prepaid telephone cards that are stated
          at the lower of cost (first-in, first-out) or market.

     g)   Receivables
          -----------
          The 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 be uncollectible
          based upon a review of aging and collections. The Company has
          experienced no credit losses.

     h)   Major agency agreements
          -----------------------
          For the years ended December 31, 2002 and 2001, the Company
          earned 92% or $51,399 and 93% or $17,958, respectively, of its
          revenue from commissions paid by Norcom, Inc., a reseller of
          telecommunication services.  Under the terms of the
          non-transferable and non-exclusive agreement, Norcom, Inc. pays
          the Company commissions on all long distance revenues generated
          from customers provided to Norcom by the Company.  The
          agreement, which was executed in August 2001 and which can be
          terminated with 30 days notice, is for a period of two years;
          however, a new agreement may be entered into at the expiration
          of the current agreement.

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

                      NOTES TO FINANCIAL STATEMENTS
                      - - - - - - - - - - - - - - -
Year Ended December 31, 2002, the Period from August 21, 2001 (inception)
  to December 31, 2001, and the Period from August 21, 2001 (inception)
                        through December 31, 2002

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

     h)   Major agency agreements (continued)
          -----------------------------------
          In connection with the above agreement, the Company entered
          into a verbal agreement with an individual to provide customers
          on the Company's behalf to Norcom, Inc.  The Company pays the
          individual the commission revenue generated from the
          individual's sales and received from Norcom, Inc., less $500,
          which the Company retains. In 2002, the Company entered into
          agreements with four sub-agents to provide customers, on the
          Company's behalf, to Norcom, Inc. Pursuant to an oral agreement
          with the sub-agents, a portion of the commissions that are
          received by Company from Norcom are paid to the sub-agents. For
          the years ended December 31, 2002 and 2001, the Company
          incurred $42,034 and $15,958, respectively, in commission
          expense under these agreements.

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

     j)   Stock-based compensation
          ------------------------
          The Company accounts for stock-based compensation issued to
          employees using the intrinsic value method as prescribed by
          Accounting Principles Board Opinion No. 25 ("APB 25"),
          "Accounting for Stock Issued to Employees." Under this
          intrinsic value based method, compensation is the excess, if
          any, of the fair value of the stock at the grant date or other
          measurement date over the amount an employee must pay to
          acquire the stock.  Compensation, if any, is recognized over
          the applicable service period, which is usually the vesting
          period.

          The Financial Standards Board ("FASB") issued Statement of
          Financial Accounting Standards No. 123 ("SFAS 123"),
          "Accounting for Stock-Based Compensation."  This standard, if
          fully adopted, changes the method of accounting for employee
          stock-based compensation plans to the fair value based method.
          For stock options and warrants, fair value is determined using
          an option pricing model that takes into account the stock price
          at the grant date, the exercise price, the expected life of the
          option or warrant and the annual rate of quarterly dividends.
          Compensation expense, if any, is recognized over the applicable
          service period, which is usually the vesting period.

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

                      NOTES TO FINANCIAL STATEMENTS
                      - - - - - - - - - - - - - - -
Year Ended December 31, 2002, the Period from August 21, 2001 (inception)
  to December 31, 2001, and the Period from August 21, 2001 (inception)
                        through December 31, 2002

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

          The adoption of the accounting methodology of SFAS 123 is
          optional and the Company has elected to account for stock-based
          compensation issued to employees using APB 25; however, pro
          forma disclosures, as if the Company adopted the cost
          recognition requirements under SFAS 123, are required to be
          presented.

     k)   Earnings (loss) per share
          -------------------------
          The Company follows Statement of Financial Accounting Standards
          No. 128 "Earnings per Share" (SFAS No. 128).  Basic earnings
          (loss) per common share are calculated by dividing net earnings
          (loss) by the weighted average number of common shares
          outstanding during the period.  Diluted earnings (loss) per
          share reflects the potential dilution that could occur if
          options or awards to issue common stock were exercised or
          converted into common shares. Diluted earnings (loss) per
          common share are calculated by adjusting outstanding shares,
          assuming conversion of all potentially dilutive stock options
          and awards. There are no potentially dilutive stock options,
          awards or stock appreciation rights outstanding for the year
          ended December 31, 2002.

     l)   Recent pronouncements
          ---------------------
          In December 2002, the Financial Accounting Standards Board
          ("FASB") issued Statement of Accounting Standards (SFAS 148),
          "Accounting for Stock-Based Compensation-Transition and
          Disclosure."  SFAS 148 amends SFAS 123, "Accounting for Stock-
          Based Compensation" to provide alternative methods of
          transition for a voluntary change to the fair value based
          method of accounting for stock-based employee compensation. In
          addition, SFAS 148 amends the disclosure requirements of SFAS
          123 to require prominent disclosures in both annual and interim
          financial statements about the method of accounting for
          stock-based employee compensation and the effect of the method
          used on reported results.  SFAS 148 is effective for financial
          statements issued for fiscal years beginning after December 15,
          2003. The Company does not believe the adoption of this
          standard will have a material impact on the Company's financial
          statements.

2)   Receivable - real estate commissions
     ------------------------------------

          In August 2001, a majority shareholder assigned to the Company
     the current and future rights to receive real estate commissions in
     connection with a November 5, 1991 lease agreement for real property
     located in Texas.  The majority shareholder acquired the rights in
     August 2001 by paying $17,000 to a real estate broker who was
     entitled to receive as lease commissions 3% of the base monthly
     rental payable monthly over the primary term of the lease, which is
     through May 2, 2012, and any extensions thereof.  In addition, the
     majority shareholder assigned to the Company the rights to receive a
     commission on the sale of the property by the lessor to the lessee
     during the primary term of the lease.

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

                      NOTES TO FINANCIAL STATEMENTS
                      - - - - - - - - - - - - - - -
Year Ended December 31, 2002, the Period from August 21, 2001 (inception)
  to December 31, 2001, and the Period from August 21, 2001 (inception)
                        through December 31, 2002

2)   Receivable - real estate commissions (continued)
     ------------------------------------------------

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

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

     The Company recorded a receivable of $17,000 for the rights to
     receive lease commissions over the remaining primary term of the
     lease.  The receivable earns interest at 17.6%.

3)   Note Payable
     ------------

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

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

          As of December 31, 2002, Company activities have been conducted
     by corporate officers from either their homes or business offices.
     Currently, there are no outstanding debts owed by the Company for
     these facilities and there are no commitments for future use of the
     facilities.

5)   Financial instruments
     ---------------------

          Estimated fair values of the Company's financial instruments
     (all of which are held for non-trading purposes) are as follows:

          Assets:                    Carrying Value     Fair Value
            Cash                         $4,722           $4,722
            Accounts receivable          18,522           18,522

          Liabilities:
            Accounts payable             12,495           12,495
            Note payable                  5,000            5,000

          Fair values were determined as follows:

     The carrying amounts of cash, accounts payable and note payable
     approximate fair value because of the short-term maturity of these
     instruments. The receivable is carried at cost, which approximates
     fair value.

                                  F-10
<PAGE>
                         RIVERBEND TELECOM, INC.
                      (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO FINANCIAL STATEMENTS
                      - - - - - - - - - - - - - - -
Year Ended December 31, 2002, the Period from August 21, 2001 (inception)
  to December 31, 2001, and the Period from August 21, 2001 (inception)
                        through December 31, 2002


6)   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 in August 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
     and availability 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, 2002.

7)   Stockholders' equity
     --------------------

          A chronological history of Stockholders' Equity is as follows:

          a)   August 21, 2001, Riverbend Telecom, Inc. incorporated in
               Nevada.  The Company is authorized to issue 10,000,000
               shares of its $0.001 par value common stock.

          b)   August 21, 2001, the Company issued 1,900,000 shares of
               common stock to Mr. Leon Nowalsky, its president,
               treasurer, and a director, and 100,000 shares of common
               stock to Dr. Roy Greenberg, its secretary and a director
               in exchange for Mr. Nowalsky's payment of $5,000 of
               Company organization costs, his assignment to the Company
               of a $17,000 receivable and his contribution of $98 in
               prepaid calling card inventory.  Of the total received,
               $2,000 is considered common stock and $20,098 is
               considered additional paid-in capital.


8)   Private Placement of Common Stock
     ---------------------------------

          During the period October 21, 2002 through January 31, 2003,
     the Company offered 134,000 shares of its $.001 par value common
     stock at $.75 per share for a total offering price of $100,500.
     Subsequent to December 31, 2002, 46,667 of shares were sold for
     $35,000 with the net proceeds being used for working capital
     purposes.

                                  F-11
<PAGE>
                         RIVERBEND TELECOM, INC.
                      (A DEVELOPMENT STAGE COMPANY)

                      NOTES TO FINANCIAL STATEMENTS
                      - - - - - - - - - - - - - - -
Year Ended December 31,2002, the Period from August 21, 2001 (inception)
  to December 31, 2001, and the Period from August 21, 2001 (inception)
                        through December 31, 2002


9)   Income taxes
     ------------

          The Company has no provisions for current or deferred income
     taxes for the years ended December 31, 2002 and 2001.

     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 consequences attributable 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.  As of December 31, 2002 the tax effects
     of temporary differences that give rise to the deferred tax assets
     are as follows:

                                                         2002      2001
                                                         ----      ----
         Deferred tax assets:
           Net operating loss carryforwards            $ 1,894   $   160
           Tax over book basis - organizational costs      549       699
                                                       -------   -------
                                                         2,443       859
         Less:  Valuation allowance                     (2,443)     (859)
                                                       -------   -------
                                                       $     0   $     0
                                                        =======   =======

     A valuation allowance is required for those deferred tax assets that
     are not likely to be realized.  Realization is dependent upon future
     earnings during the 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 $1,584 in 2002 due to the increase in deferred tax assets
     for which realization is not probable.

          The net operating loss carry forwards expire as follows:

                                  2021             $ 1,064
                                  2022             $11,561

          A reconciliation of income tax benefits with the amount of tax
     computed by applying the federal statutory rate to pre-tax income
     follows:

<TABLE>
<CAPTION>
                                             2002                 2001
                                             ----                 ----
     <S>                                   <C>        <C>       <C>         <C>
     Net loss                              $ 10,561             $   5,730
                                           --------             ---------

     Tax benefit at statutory rate            3,591     34 %        1,948     34 %
     Tax bracket                             (2,007)   (19)%       (1,089)   (19)%
     Valuation allowance                     (1,584)   (15)%         (859)   (15)%
                                           --------   ----      ---------   ----

       Total income taxes                  $      0      0 %    $       0     .0 %
                                           ========   ====      =========   ====
</TABLE>

                                  F-12