United eSystems 8-K/A Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K/A

CURRENT REPORT
Pursuant To Section 13 OR 15(d) Of The Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported)           March 30, 2005          

Riverbend Telecom, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-49745	91-2150635
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15431 O’Neal Road Gulfport, MS	39503
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code           (228) 832-1597          

 Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

[   ]   Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

[   ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]   Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 9 – Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits

This Current Report on Form 8-K/A amends the Current Report dated March 30, 2005, filed with the SEC on April 1, 2005.  The Current Report filed on April 1, 2005 reported the completion of the Spin-Off and Contribution between Riverbend Telecom, Inc., Riverbend Holdings, Inc. and United Check Services, LLC.  Included in this Current Report on Form 8-K/A are the (i) audited financial statements of United Check Services for the calendar year ended December 31, 2004 and 2003, (ii) unaudited financial statements of United Check Services as of March 31, 2005 (as filed with the SEC as part of the Riverbend Telecom, Inc. Form 10-QSB), and (iii) required pro forma financial information for Riverbend Telecom, Inc. and United Check Services.

- -2-

(a)   Financial Statements of Business Acquired

INDEX
	Page No.
December 31, 2004 and December 31, 2003
Independent Auditor’s Report	F-1
Balance Sheets	F-2
Statements of Income and Changes in Members’ Equity	F-3
Statements of Cash Flows	F-4
Notes to Financial Statements	F-5 – F-9
March 31, 2005
Consolidated Balance Sheets	F-10
Consolidated Statements of Income	F-11
Consolidated Statements of Cash Flows	F-12
Notes to Financial Statements	F-13 – F-14

- -3-

To the Members
United Check Services, L.L.C.

Independent Auditor's Report

            We have audited the accompanying balance sheets of UNITED CHECK SERVICES, L.L.C. (Company)as of December 31, 2004 and 2003, and the related statements of income and changes in members’ equity and cash flows for the years then ended. 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 made 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 UNITED CHECK SERVICES, L.L.C. as of December 31, 2004 and 2003, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

            As more fully described in Notes E, F, and I, the Company has had material transactions with entities affiliated through common ownership and its members.

/s/ LaPorte, Sehrt, Romig & Hand
A Professional Accounting Corporation

Metairie, Louisiana
February 21, 2005

F-1

UNITED CHECK SERVICES, L.L.C.

BALANCE SHEETS

ASSETS

	December 31,
	2004		2003
CURRENT ASSETS
Cash and Cash Equivalents	$	181,702	$	159,647
Restricted Cash		295,668		822,947
Certificate of Deposit		200,000		102,298
Trade Receivables
ACH Settlements		-		230
Payroll Advance Settlements		-		9,131
Other Receivables, Less Allowance of $9,400 in 2004                   and $-0- in 2003		-		40,000
Prepaid Expenses		4,305		-
Total Current Assets		681,675		1,134,253
PROPERTY AND EQUIPMENT, NET		100,836		5,905
OTHER ASSETS
Deposits		18,720		-
	$	801,231	$	1,140,158
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES
ACH Settlements Payable	$	292,669	$	822,948
Accounts Payable and Accrued Liabilities		47,652		21,711
Customer's Deposit		3,500		2,500
Total Current Liabilities		343,821		847,159
LONG-TERM DEBT
Notes Payable		236,000		-
Advances from Members		-		100,000
Total Liabilities		579,821		947,159
MEMBERS' EQUITY		221,410		192,999
Total Liabilities and Members' Equity	$	801,231	$	1,140,158

The accompanying notes are an integral part of these financial statements.
F-2

UNITED CHECK SERVICES, L.L.C.

STATEMENTS OF INCOME AND CHANGES IN MEMBERS' EQUITY

	For the Years Ended December 31,
	2004			2003
REVENUES
ACH Transactions	$	891,613		$	1,287,904
Payroll Advance Services		4,190			32,760
Total Revenues		895,803			1,320,664
COST OF REVENUES		175,241			176,495
Gross Profit		720,562			1,144,169
EXPENSES
Operating Expenses
Personnel Costs		118,183			125,515
Travel		23,912			12,427
Other		132,215			78,141
Total Operating Expenses		274,310			216,083
Selling, General and Administrative Expenses
Personnel Costs		112,600			-
Management Consulting Fees		-			602,000
Legal and Accounting		92,301			5,000
Other		58,022			30,332
Total Selling, General and Administrative Expenses		262,923			637,332
Total Expenses		537,233			853,415
INCOME FROM OPERATIONS		183,329			290,754
OTHER INCOME
Interest Income		1,082			2,298
Total Other Income		1,082			2,298
NET INCOME		184,411			293,052
MEMBERS' EQUITY (DEFICIT) - BEGINNING OF YEAR		192,999			(100,053	)
DISTRIBUTIONS TO MEMBERS		(156,000	)		-
MEMBERS' EQUITY - END OF YEAR	$	221,410		$	192,999

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

UNITED CHECK SERVICES, L.L.C.

STATEMENTS OF CASH FLOWS

	For The Years Ended December 31,
	2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	184,411		$	293,052
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation Expense		11,778			3,935
Bad Debt Expense		9,700			-
Decrease in ACH Settlements Receivable		230			5,005
Decrease in Payroll Advance Settlements		9,131			6,966
Decrease (Increase) in Other Receivables		30,300			(30,066	)
(Decrease) Increase in ACH Settlements Payable		(530,279	)		319,208
Decrease (Increase) in Restricted Cash		527,279			(544,081	)
Increase in Accounts Payable and Accrued Liabilities		25,942			15,723
(Increase) in Prepaid Expenses		(4,305	)		-
Increase in Customers' Deposits		1,000			2,500
Net Cash Provided by Operating Activities		265,187			72,242
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Property and Equipment		(106,710	)		-
Increase in Deposit		(18,720	)		-
(Increase) Decrease in Certificate of Deposit		(97,702	)		7,110
Net Cash (Used in) Provided by Investing Activities		(223,132	)		7,110
CASH FLOWS FOR FINANCING ACTIVITIES
Payments on Long-Term Debt		(20,000	)		-
Net Cash Used in Financing Activities		(20,000	)		-
NET INCREASE IN CASH AND CASH EQUIVALENTS		22,055			79,352
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR		159,647			80,295
CASH AND CASH EQUIVALENTS - END OF YEAR	$	181,702		$	159,647
SUPPLEMENTAL DISCLSOURE OF CASH FLOW      INFORMATION
Payments for Interest	$	10,667		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH      INVESTING AND FINANCING ACTIVITIES
Conversion of Advances from Members to Notes Payable	$	100,000		$	-
Distributions to Members included in Notes Payable		156,000			-
Total	$	256,000		$	-

The accompanying notes are an integral part of these financial statements.
F-4

UNITED CHECK SERVICES, L.L.C.
NOTES TO FINANCIAL STATEMENTS

NOTE A	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	NATURE OF SERVICES
	UNITED CHECK SERVICES, L.L.C.  (Company) provides automated clearinghouse (ACH) services and payroll advance services to businesses throughout the United States.  The Company’s operations center is located in Gulfport, Mississippi.
	REVENUE RECOGNITION
	The Company charges customers a fee for its ACH clearing and Payroll Advance services.  For these transactions, the Company recognizes only the fees generated as revenue.  The Company recognizes these fees as revenue when the Company has provided the service to its customers.
	Fees for ACH clearing services are based on contractually determined rates with each individual customer.  Settlements paid to customers for ACH transactions are submitted to the customer net of fees due the Company.
	The Company charges a flat fee for each payroll advance issued.  This fee is recognized as revenue at the time the payroll advance is funded.
	BASIS OF ACCOUNTING
	The books and records of the Company are kept on the accrual basis of accounting, whereby revenues are recognized when earned and expenses are recognized when incurred.
	PROPERTY AND EQUIPMENT
	Property and equipment are stated at cost.  Depreciation is computed using primarily straight-line methods over the estimated useful lives of the related assets.
	USE OF ESTIMATES
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets 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.
	INCOME TAXES
	The Company will file its federal and state income tax returns as a partnership.  As such, the Company will not pay income taxes, as any income or loss will be included in the tax returns of the individual members.  Accordingly, no provision is made for income taxes in the financial statements.
	ADVERTISING
	Advertising costs are charged to operations when incurred.  The amount charged to operations for the years ended December 31, 2004 and 2003 totaled $2,609 and $3,497, respectively.

F-5

UNITED CHECK SERVICES, L.L.C.
NOTES TO FINANCIAL STATEMENTS

NOTE A	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	STATEMENT OF CASH FLOW INFORMATION
	For purposes of the Statement of Cash Flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
NOTE B	TRADE RECEIVABLES
	Trade receivables at December 31, 2004 and 2003, consist primarily of ACH Settlements due from customers and Payroll Advance settlements due from employees of an employee leasing company with, which the Company has an agreement to provide payroll advances to its employees.  A description of these receivables follows:
		ACH Settlements
		ACH Settlements consist of amounts due from customers that have utilized the Company for ACH clearing services.  These receivables are carried at the amount due to the Company.  ACH Settlements Receivables are written off when deemed uncollectible.  Recoveries of receivables previously written off are recorded when received.  Use of this method does not result in a material difference from the valuation method required by Generally Accepted Accounting Principles.
		Payroll Advance Settlements
		Under an agreement with an employee leasing company, employees of the employee leasing company are able to obtain payroll advances through the Company.  These employees must have worked hours sufficient to cover the amount of the advance being requested.  The employee leasing company withholds the amount of the advance at the next payroll date, and remits the amount of the advance to the Company.
NOTE C	PROPERTY AND EQUIPMENT
	Property and equipment consisted of the following at December 31:

	2004			2003
Computers and Office Equipment	$	38,501		$	16,619
Furniture and Fixtures		4,350			-
Software		75,038			-
Leasehold Improvements		5,440			-
Less:  Accumulated Depreciation		(22,493	)		(10,714	)
Property and Equipment, Net	$	100,836		$	5,905

            Depreciation expense charged to operations totaled $11,778 and $3,935 for the years ended December 31, 2004 and 2003, respectively.

F-6

UNITED CHECK SERVICES, L.L.C.
NOTES TO FINANCIAL STATEMENTS

NOTE D
	RESTRICTED CASH
	Restricted cash consists of funds maintained in the Company’s primary bank account to facilitate ACH transactions.  The Company has restricted this cash from operations in order to ensure that sufficient funds are maintained to process and settle customer’s ACH transactions.
NOTE E
	NOTES PAYABLE/ADVANCES FROM MEMBERS
	In September of 2004, the members of the Company agreed to take a distribution for the amount of undistributed earnings accumulated by the Company through June 30, 2004, which amounted to $156,000.  In order to ease the cash flow requirements on the Company, the members agreed to accept a note for the amount of the distribution.  The amount of the distribution was combined with the amount of advances due to the Company’s members of $100,000, and a note payable due to the Company’s members for the amount of $256,000 was established.  The note requires interest-only payments, at an annual percentage rate of 10%, for two years, with principal due upon maturity in June 2006.
NOTE F
	SIGNIFICANT CONCENTRATIONS
	RESTRICTED CASH
	At December 31, 2004 and 2003, the Company maintained a balance with a financial institution in excess of FDIC insured limits.
	MAJOR CUSTOMERS
	During 2004, the Company had transactions with four customers that amounted to approximately 93% of the Company’s ACH Transactions revenue.  The four customers include three entities that were affiliated to the Company through common ownership.  Transactions with these three entities represented approximately 68% of the Company’s ACH Transactions revenue.
	During 2003, the Company had transactions with five customers that amounted to approximately 88% of its ACH Transactions revenue.  The five customers include two entities that were affiliated to the Company through common ownership.  Transactions with these two entities represented approximately 26% of the Company’s ACH Transactions revenue.
	During 2003, the Company entered into a three-year contract with one of its significant customers whereby the Company will be the customer’s exclusive processor for all of the customer’s ACH transactions during the contract period.

F-7

UNITED CHECK SERVICES, L.L.C.
NOTES TO FINANCIAL STATEMENTS

NOTE G
	CONTRIBUTION AGREEMENT
	On July 14, 2004, the members of the Company entered into a contribution agreement with a publicly traded company whereby the members of the company will contribute their equity interest in the Company in exchange for shares of common stock of the publicly traded company.  Execution of the contribution agreement is pending the approval by the Securities and Exchange Commission.
NOTE H
	COMMITMENTS
	��        On December 31, 2003, the Company entered into an agreement to lease office facilities.  The lease term is for 36 months.  Future minimum lease payments are as follows:

Year	Amount
2005	$	22,800
2006		24,000
	$	46,800

NOTE I	RELATED PARTY TRANSACTIONS
	MANAGEMENT FEES
	During 2003, entities affiliated to the Company through common ownership provided management services to the Company.  The amounts paid to these affiliated entities during the year ended December 31, 2003, totaled $602,000.  No management services were provided in 2004.
	OFFICE LEASE
	During 2003, the Company leased office space from a member of the Company.  This office space served as a back-up operations facility in the event that the Company’s primary operations center was to become inaccessible due to damage from fire, wind, rain, etc.  The lease was on a month-to-month term.  The amount paid to the member for rent during the year ended December 31, 2003, totaled $17,737.  The lease agreement was terminated during 2003; as a result, no amount of rent was paid to the member during the year ended December 31, 2004.
	NOTES PAYABLE/ADVANCES FROM MEMBERS
	As disclosed in Note E, the Company has notes payable totaling $256,000 at December 31, 2004 due to the members of the Company for funds advanced to the Company in prior years and for the amount of the distributions to the members recognized by the Company.
	MAJOR CUSTOMERS
	As disclosed in Note F, the Company generated approximately 68% and 26% of its total ACH Transactions revenue during the years ended December 31, 2004 and 2003, respectively, from entities affiliated to the Company through common ownership.  No balance was due to the Company from these entities at December 31, 2004 or December 31, 2003.

F-8

UNITED CHECK SERVICES, L.L.C.
NOTES TO FINANCIAL STATEMENTS

NOTE J
	LIMITED LIABILITY COMPANY
	Since the Company is a limited liability company, no member shall be personally liable to contribute money to, or in respect of, the debts, liabilities, contracts or any other obligation of the Company, nor shall any member be personally liable for any obligations of the Company.

F-9

RIVERBEND TELECOM, INC.
CONSOLIDATED BALANCE SHEETS

ASSETS

	March 31, 2005		December 31, 2004
	(Unaudited)		(Audited)
CURRENT ASSETS:
Cash and Cash Equivalents	$	180,773	$	181,702
Restricted Cash		440,758		295,668
Certificate of Deposit		200,000		200,000
Trade Receivables (net)		4,700		--
Prepaid Expenses		5,308		4,305
Other Receivables		2,217		--
Total Current Assets		833,756		681,675
PROPERTY, PLANT AND EQUIPMENT, Net		101,444		100,836
OTHER ASSETS
Deposits		21,920		18,720
	$	957,120	$	801,231
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
ACH Settlements Payable	$	436,258	$	292,669
Accounts Payable and Accrued Liabilities		46,834		47,652
Customer Deposits		4,500		3,500
Total Current Liabilities		487,592		343,821
LONG-TERM LIABILITIES
Note Payable to Stockholders		236,000		236,000
Total Long-Term Liabilities		236,000		236,000
Total Liabilities		723,592		579,821
STOCKHOLDERS' EQUITY		233,528		221,410
	$	957,120	$	801,231

The accompanying notes are an integral part of these financial statements.
F-10

RIVERBEND TELECOM, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

	Three Months Ended March 31,
	2005		2004
REVENUES	$	134,646	$	233,146
COST OF REVENUES		23,608		50,641
Gross Profit		111,037		182,505
EXPENSES
Operating Expenses
Personnel Costs		29,000		23,536
Travel		3,468		2,976
Other		30,412		31,895
Total Operating Expenses		62,880		58,407
Selling, General and Administrative Expenses
Personnel Costs		18,750		20,150
Legal and Accounting		10,369		21,055
Other		6,920		6,783
Total Selling, General and Administrative                     Expenses		36,039		47,988
Total Expenses	$	98,919	$	106,395
NET INCOME BEFORE INCOME TAXES	$	12,119	$	76,110
INCOME TAX EXPENSE		4,121		25,877
NET INCOME	$	7,998	$	50,233
NET INCOME PER SHARE	$	.01	$	.01
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		17,361,667		17,361,667

The accompanying notes are an integral part of these financial statements.
F-11

RIVERBEND TELECOM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Three Months Ended March 31,
	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	12,119		$	76,110
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities
Depreciation and Amortization		6,311			3,994
(Increase) Decrease in Trade Receivables		(4,700	)		--
(Increase) in Prepaid Expenses		(1,003	)		--
Decrease in Payroll Advance Settlements		--			8,790
(Increase) Decrease in Other Receivables		(2,217	)		39,944
Increase in Deposits		(3,200	)		(1,220	)
(Increase) Decrease in Restricted Cash		(145,090	)		48,104
Increase (Decrease) in ACH Settlements Payable		143,589			(166,263	)
(Decrease) Increase in Accounts Payable and Accrued                Liabilities		(818	)		13,675
Increase (Decrease) in Customer Deposits		1,000			(1,800	)
Net Cash Provided by Operating Activities		5,991			21,334
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Property, Plant and Equipment		(6,920	)		(88,991	)
Net Cash Used in Investing Activities		(6,920	)		(88,991	)
NET (DECREASE) INCREASE IN CASH AND    CASH EQUIVALENTS		(929	)		67,657
CASH AND CASH EQUIVALENTS -    BEGINNING OF PERIOD		181,702			159,647
CASH AND CASH EQUIVALENTS -    END OF PERIOD	$	180,773		$	91,990
SUPPLEMENTAL DISCLOSURES
Cash paid During the Period for Interest	$	5,900		$	--

The accompanying notes are an integral part of these financial statements.
F-12

RIVERBEND TELECOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A	PLAN OF REORGANIZATION AND CONTRIBUTION AGREEMENT
	On March 30, 2005, Riverbend Telecom, Inc. (Riverbend) entered into an Agreement and Plan of Reorganization between Riverbend and Riverbend Holdings, Inc. (Holdings), its wholly owned subsidiary, pursuant to which Riverbend transferred all of its assets, liabilities and other obligations to Holdings in consideration for Holdings common stock.  In addition, Riverbend distributed all of the Holdings common stock to the then-existing four Riverbend shareholders, on a pro rata basis.
	Upon consummation of the agreement, Riverbend completed the contribution transaction with United Check Services, L.L.C. (United), according to the terms of a Contribution Agreement entered into on July 14, 2004, as amended by a Letter Agreement dated August 5, 2004 (collectively, the “Contribution Agreement”).  Pursuant to the Contribution Agreement, the two equity owners of United contributed all of their limited liability membership interests in United to Riverbend in exchange for 15,315,000 shares of Riverbend’s common stock.  As a result, United became a wholly-owned subsidiary of Riverbend.
	Accordingly, the unaudited financial statements reflect only the business of United as of March 31, 2005 (the “Company”), and do not include any of the former business of Riverbend Telecom, Inc.
NOTE B	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	NATURE OF OPERATIONS
	The Company, through its wholly-owned subsidiary United Check Services, L.L.C., provides automated clearinghouse (ACH) services and payroll advance services to businesses throughout the United States.  The operations center for the Company is located in Gulfport, Mississippi.
	REVENUE RECOGNITION
	The Company charges customers a fee for its ACH clearing and Payroll Advance services.  For these transactions, the Company recognizes only the fees generated as revenue.  These fees are recognized as revenue when the Company has provided the service to its customers.
	Fees for ACH clearing services are based on contractually determined rates with each individual customer.  Settlements paid to customers for ACH transactions are submitted to the customer net of fees due the Company.
	The Company charges a flat fee for each payroll advance issued.  This fee is recognized as revenue at the time the payroll advance is funded.

F-13

RIVERBEND TELECOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
	BASIS OF ACCOUNTING
	The books and records of the Company are kept on the accrual basis of accounting, whereby revenues are recognized when earned and expenses are recognized when incurred.
	PROPERTY AND EQUIPMENT
	Property, plant and equipment are stated at cost.  Depreciation is computed using accelerated methods over the estimated useful lives of the related assets, which is five years for office and computer equipment and three years for significant software
	STATEMENT OF CASH FLOW INFORMATION
	For purposes of the Statement of Cash Flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
	USE OF ESTIMATES
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets 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.
NOTE C	RESTRICTED CASH
	Restricted cash consists primarily of funds maintained in the Company’s primary bank account to facilitate ACH transactions.  The Company has restricted this cash from operations in order to ensure that sufficient funds are maintained to process and settle customer’s ACH transactions.
NOTE D	NOTE PAYABLE TO STOCKHOLDERS
	On July 14, 2004, the two members of United agreed to take a distribution for the amount of undistributed earnings accumulated by United through June 30, 2004, which amounted to $156,000.  In order to ease the cash flow requirements on United, the members agreed to accept a note for the amount of the distribution.  The amount of the distribution was combined with the amount of advances owed by United to the two members of $100,000, and a note payable due to the Company’s members for the amount of $256,000 was established.  The note requires interest-only payments, at an annual percentage rate of 10%, for two years, with principal due upon maturity.  As of March 31, 2005 the principal balance of these notes was $236,000.

F-14

(b)   Pro Forma Financial Information

INDEX
	Page No.
Unaudited Condensed Pro Forma Balance Sheet as of December 31, 2004	F-1
Unaudited Condensed Pro Forma Statement of Operations for the Year       Ended December 31, 2004	F-2
Unaudited Condensed Pro Forma Balance Sheet as of March 31, 2005	F-3
Unaudited Condensed Pro Forma Statement of Operations for the       Three Months Ended March 31, 2005	F-4
Notes to Unaudited Condensed Pro Forma Financial Statements	F-5 – F-6

RIVERBEND TELECOM, INC. AND UNITED CHECK SERVICES, LLC
UNAUDITED CONDENSED PRO FORMA BALANCE SHEET
DECEMBER 31, 2004

	Riverbend Telecom, Inc.	United Check Services LLC	Pro Forma Adjustments		Pro Forma
Cash and cash equivalents	22,285	181,702	(22,285	)	181,702
Restricted cash		295,668			295,668
Certificate of deposit		200,000			200,000
Accounts receivable
Current portion real estate commissions	1,010		(1,010	)
Accrued phone commissions	7,043		(7,043	)
Due from United Check Services, LLC	40,000		(40,000	)
Inventory	91		(91	)
Prepaid Expenses	--	4,305	--		4,305
Total current assets	70,429	681,675	(70,429	)	681,675
Property and equipment, net	-	100,836	-		100,836
Deposits	-	18,720	-		18,720
Real estate commissions receivable,   less current portion	13,479	-	(13,479	)	-
Total assets	83,908	801,231	(83,908	)	801,231
ACH settlements payable	-	292,669	-		292,669
Accounts payable	57,668	47,652	(57,668	)	47,652
Accrued expenses	596	-	(596	)	-
Note payable – shareholder	5,000		(5,000	)
Customer deposits		3,500			3,500
Total current liabilities	63,264	343,821	(63,264	)	343,821
Notes Payable to Shareholders	-	236,000	-		236,000
Stockholders’ Equity	20,644	221,410	(20,644	)	221,410
Total liabilities and equity	83,908	801,231	(83,908	)	801,231

See Notes to the Unaudited Condensed Pro Forma Financial Statements.
F-1

RIVERBEND TELECOM, INC. AND UNITED CHECK SERVICES, LLC
UNAUDITED CONDENSED PRO FORMA STATEMENT OF
OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004

		Riverbend Telecom, Inc.		United Check Services LLC		Pro Forma Adjustments			Pro Forma
Revenues	$	48,162		895,803		(48,162	)		895,803
Cost of Revenues		13,956		175,241		(13,956	)		175,241
Gross Profit		34,206		720,562		(34,206	)		720,562
Expenses:
Operating
Personnel costs				118,183					118,183
Travel				23,912					23,912
Other				132,215					132,215
Total Operating Expenses				274,310					274,310
Selling, General & Administrative
Personnel costs				112,600					112,600
Legal and accounting				92,301					92,301
Other		55,722		58,022		(55,722	)		58,022
Total Selling, General & Administrative		55,722		262,923		(55,722	)		262,923
Total Expenses		55,722		537,233		(55,722	)		537,233
Net Income (loss) before income taxes	$	(21,516	)	183,329		21,516			183,329
Other Income
Interest income				1,082					1,082
Total Other Income				1,082					1,082
Net Income before income taxes				184,411					184,411
Income tax (expense)		--		(62,700	)	--			(62,700	)
Net Income	$	(21,516	)	121,711		21,516			121,711
Pro Forma Basic earnings per share								$	.01
Shares used in calculation of Pro Forma    Basic earnings per share									17,361,667

See Notes to the Unaudited Condensed Pro Forma Financial Statements.
F-2

RIVERBEND TELECOM, INC. AND UNITED CHECK SERVICES, LLC
UNAUDITED CONDENSED PRO FORMA BALANCE SHEET
MARCH 31, 2005

	Riverbend Telecom, Inc.		United Check Services LLC	Pro Forma Adjustments		Pro Forma
Cash and cash equivalents	19,479		180,773	(19,479	)	180,773
Restricted cash			440,758			440,758
Certificate of deposit			200,000			200,000
Accounts receivable			6,917			6,917
Current portion real estate commissions	1,043			(1,043	)
Accrued phone commissions	9,475			(9,475	)
Due from United Check Services, LLC	35,000			(35,000	)
Inventory	91			(91	)
Prepaid Expenses			5,308			5,308
Total current assets	65,088		833,756	(65,088	)	833,756
Property and equipment, net	-		101,444	-		101,444
Deposits	-		21,920	-		21,920
Real estate commissions receivable,   less current portion	13,291		-	(13,291	)	-
Total assets	78,379		957,120	(78,379	)	957,120
ACH settlements payable	-		436,258	-		436,258
Accounts payable	93,061		46,834	(93,061	)	46,834
Accrued expenses	1,638		-	(1,638	)	-
Note payable – shareholder	5,000			(5,000	)
Customer deposits			4,500			4,500
Total current liabilities	99,699		487,592	(99,699	)	487,592
Notes Payable to Members	-		236,000	-		236,000
Stockholders’ Equity	(21,320	)	233,528	21,320		233,528
Total liabilities and equity	78,379		957,120	(78,379	)	957,120

See Notes to the Unaudited Condensed Pro Forma Financial Statements.
F-3

RIVERBEND TELECOM, INC. AND UNITED CHECK SERVICES, LLC
UNAUDITED CONDENSED PRO FORMA STATEMENT OF
OPERATIONS FOR THREE MONTHS ENDED MARCH 31, 2005

		Riverbend Telecom, Inc.		United Check Services LLC		Pro Forma Adjustments			Pro Forma
Revenues	$	14,027		134,646		(14,027	)		134,646
Cost of Revenues		2,662		23,608		(2,662	)		23,608
Gross Profit		11,365		111,037		(11,365	)		111,037
Expenses:
Operating
Personnel costs				29,000					29,000
Travel				3,468					3,468
Other				30,412					30,412
Total Operating Expenses				62,880					62,880
Selling, General & Administrative
Personnel costs				18,750					18,750
Legal and accounting				10,369					10,369
Other		53,329		6,920		(53,329	)		6,920
Total Selling, General & Administrative		53,329		36,039		(53,329	)		36,039
Total Expenses		53,329		98,919		(53,329	)		98,919
Net Income (loss) from Operations		(41,964	)	12,119		41,964			12,119
Other Income
Interest income				--					--
Total Other Income				--					--
Net Income before income taxes		(41,964	)	12,119		41,964			12,119
Income tax (expense)				(4,121	)				(4,121	)
Net Income	$	(41,964	)	7,998		41,964			7,998
Pro Forma Basic earnings per share								$	.01
Shares used in calculation of Pro Forma    Basic earnings per share									17,361,667

See Notes to the Unaudited Condensed Pro Forma Financial Statements.
F-4

RIVERBEND TELECOM, INC. AND UNITED CHECK SERVICES, LLC
NOTES TO UNAUDITED CONDENSED PRO FORMA FINANCIAL STATEMENTS
MARCH 31, 2005 AND DECEMBER 31, 2004

Riverbend Telecom, Inc.  (“Riverbend” or the “Company”) has decided to pursue a new line of business in an effort to improve operating performance. Historically, the Company has incurred operating losses, and the Board of Directors and management believe that a new opportunity is needed to improve operating results and provide the possibility of creating future value. United Check Services, LLC, in the opinion of the Board of Directors, represents this opportunity. This represents a major shift of strategy for the Company.

BASIS OF PRESENTATION

The accompanying unaudited condensed pro forma balance sheet as of December 31, 2004 and March 31, 2005, and the unaudited condensed pro forma statements of operations for the three months ended March 31, 2005, and for the fiscal year ended December 31, 2004 (the “Statements”) give effect to the acquisition by Riverbend of United Check Services, LLC (“United”), and the effect of the disposal of the assets and liabilities of Riverbend.  The unaudited condensed pro forma balance sheets assume the acquisition of Riverbend as of December 31, 2004 and March 31, 2005, respectively.  The unaudited condensed pro forma statements of operations for the three months ended March 31, 2005 and for the fiscal year ended December 31, 2004 assume that this acquisition had occurred as of the beginning of the periods presented.  Unaudited pro forma condensed statements of operations, as presented herein, give effect to the historical financial statements of United, presented as if it were a corporation.

In the opinion of management, the financial information used in the preparation of the condensed pro forma statements reflect all adjustments necessary to present fairly the respective pro forma condensed balance sheet and statements of operations.  Such adjustments consist only of normal recurring accruals and adjustments.

The Statements reflect accounting for this transaction as a reverse acquisition, except that no goodwill or other intangibles are recorded.  That is, the transaction, after Riverbend’s disposition of its assets, is equivalent to the issuance of stock by United for the net monetary assets of Riverbend, accompanied by a recapitalization.

These Statements should be read in conjunction with the audited and unaudited interim financial statements and related notes for both Riverbend and United contained elsewhere.

F-5

RIVERBEND TELECOM, INC. AND UNITED CHECK SERVICES, LLC
NOTES TO UNAUDITED CONDENSED PRO FORMA FINANCIAL STATEMENTS
(CONTINUED)
MARCH 31, 2005 AND DECEMBER 31, 2004

The unaudited condensed pro forma financial statements are not necessarily indicative of what the financial position would have been had the acquisition been consummated at the indicated dates, nor are they indicative of the merged Company’s results of operations and balance sheet of any future period.

Note 1 – Overview

Riverbend and United have entered into a Contribution Agreement to allow Riverbend to acquire the assets of United.  Riverbend is an SEC reporting company and United is a Louisiana Limited Liability Company that provides automated clearinghouse (ACH) services and payroll advance services to businesses throughout the United States.

Prior to the closing of the Contribution Agreement, Riverbend is required to spin-off all of its existing assets and liabilities to a temporary subsidiary established to facilitate the spin-off and to distribute the capital stock of the temporary subsidiary to the shareholders of Riverbend.  In consideration of the purchase by Riverbend, Riverbend will issue 15,315,000 million shares of Riverbend common stock to United’s members.  Following this transaction, Riverbend will have a total of 17,361,667 shares of common stock, $0.001 par value, outstanding.

Note 2 – Adjustments to the Unaudited Condensed Pro Forma Financial Statements

The pro forma adjustments reflect the effect of the spin-off of assets and liabilities of the Company to a temporary subsidiary as a condition of the reverse acquisition of the Company with United.

Note 3 – Income Taxes

For purposes of these unaudited condensed pro forma financial statements, income tax expense has been recognized on the pro forma net income using an effective income tax rate of 34%.

Historically, United has filed its federal and state income tax returns as a partnership.  As such, United will not pay income taxes related to its earnings and profits up to the date of the reverse acquisition, as any income or loss of United will be included in the tax returns of its individual members.

Note 4 – Pro Forma Basic Earnings per Share

Pro Forma basic earnings per share for the three months ended March 31, 2005, and for the year ended December 31, 2004, are computed to reflect the capital structure as though the reverse merger occurred as of the beginning of the periods presented.

F-6

SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RIVERBEND TELECOM, INC.
Dated: June 9, 2005	By:  /s/ Walter Reid Green, Jr.
	Walter Reid Green, Jr.
	Chief Financial Officer