Eagle Bend Holding 10-Q Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended   March 31, 2009

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-53484

Eagle Bend Holding Company

 (Exact Name of Registrant as specified in its charter)

Nevada	13-4294618
(State or other jurisdiction	(IRS Employer File Number)
of incorporation)

5445 DTC Parkway, Suite 940
Greenwood Village, Colorado	80111
(Address of principal executive offices)	(zip code)

(720) 488-5409

 (Registrant's telephone number, including area code)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the 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 whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer []	Accelerated filer []
Non-accelerated filer [] (Do not check if a smaller reporting company)	Smaller reporting company  [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)     Yes [  ]    No [X]

 The number of shares outstanding of the Registrant's common stock, as of the latest practicable date, April 1, 2009, was 10,235,000.

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FORM 10-Q

Eagle Bend Holding Company

TABLE OF CONTENTS

	Page
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements for the period ended March 31, 2009
Consolidated Balance Sheet (Unaudited)	5
Consolidated Statements of Operations (Unaudited)	6
Consolidated Statements of Cash Flows (Unaudited)	7
Notes to Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis and Plan of Operation	11
Item 3. Quantitative and Qualitative Disclosures About Market Risk	16
Item 4. Controls and Procedures	16
Item 4T. Controls and Procedures	17
PART II  OTHER INFORMATION
Item 1. Legal Proceedings	17
Item 1A.  Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3. Defaults Upon Senior Securities	21
Item 4. Submission of Matters to a Vote of Security Holders	21
Item 5. Other Information	21
Item 6. Exhibits	22
Signatures	22

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PART I  FINANCIAL INFORMATION

For purposes of this document, unless otherwise indicated or the context otherwise requires, all references herein to “Eagle Bend,” “we,” “us,” and “our,” refer to Eagle Bend Holding Company, a Nevada corporation and our wholly-owned subsidiary. Except as we might otherwise specifically indicate, all references us include our subsidiary.

ITEM 1.  FINANCIAL STATEMENTS

EAGLE BEND HOLDING COMPANY

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Quarter Ended March 31, 2009

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Eagle Bend Holding Company

Consolidated Financial Statements

(Unaudited)

TABLE OF CONTENTS

	Page
FINANCIAL STATEMENTS
Consolidated balance sheets	5
Consolidated statements of operations	6
Consolidated statements of cash flows	7
Notes to consolidated financial statements	9

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EAGLE BEND HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS
				Mar. 31, 2009
	Dec. 31, 2008			(Unaudited)
ASSETS
Current assets
Cash	$	11,770		$	6,713
Total current assets		11,770			6,713
Accounts receivable		5,000			10,000
Fixed assets		5,462			5,462
Less accumulated depreciation		(3,393	)		(3,582	)
		7,069			11,880
Total Assets	$	18,839		$	18,593
LIABILITIES &
STOCKHOLDERS' EQUITY
Total Liabilities	$	-		$	-
Stockholders' Equity
Preferred stock, $.01 par value;
1,000,000 shares authorized;
no shares issued and outstanding		-			-
Common stock, $.001 par value;
50,000,000 shares authorized;
10,235,000 shares issued
and outstanding		10,235			10,235
Additional paid in capital		159,465			159,465
Accumulated deficit		(150,861	)		(151,107	)
Total Stockholders' Equity		18,839			18,593
Total Liabilities and Stockholders' Equity	$	18,839		$	18,593

The accompanying notes are an integral part of the consolidated financial statements.

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EAGLE BEND HOLDING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months			Three Months
	Ended			Ended
	Mar. 31, 2008			Mar. 31, 2009
Revenue	$	7,096		$	10,503
Operating expenses:
Depreciation		189			189
General and administrative		22,580			10,560
		22,769			10,749
Gain (loss) from operations		(15,673	)		(246	)
Other income (expense):
		-			-
Income (loss) before
provision for income taxes		(15,673	)		(246	)
Provision for income tax		-			-
Net income (loss)	$	(15,673	)	$	(246	)
Net income (loss) per share
(Basic and fully diluted)	$	(0.00	)	$	(0.00	)
Weighted average number of
common shares outstanding		10,210,000			10,235,000

The accompanying notes are an integral part of the consolidated financial statements.

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EAGLE BEND HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months			Three Months
	Ended			Ended
	Mar. 31, 2008			Mar. 31, 2009
Cash Flows From Operating Activities:
Net income (loss)	$	(15,673	)	$	(246	)
Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Depreciation		189			189
Prepaid expenses
Accounts receivable		3,500			(5,000	)
Accrued payables		(6,656	)
Net cash provided by (used for)
operating activities		(18,640	)		(5,057	)
Cash Flows From Investing Activities:
Fixed assets
Net cash provided by (used for)
investing activities		-			-
(Continued On Following Page)

The accompanying notes are an integral part of the consolidated financial statements.

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EAGLE BEND HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued From Previous Page)
	Three Months			Three Months
	Ended			Ended
	Mar. 31, 2008			Mar. 31, 2009
Cash Flows From Financing Activities:
Net cash provided by (used for)
financing activities		-			-
Net Increase (Decrease) In Cash		(18,640	)		(5,057	)
Cash At The Beginning Of The Period		19,321			11,770
Cash At The End Of The Period	$	681		$	6,713
Schedule Of Non-Cash Investing And Financing Activities
None
Supplemental Disclosure
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

The accompanying notes are an integral part of the consolidated financial statements.

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EAGLE BEND HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Eagle Bend Holding Company (the “Company”), was incorporated in the State of Colorado on January 16, 2002. The Company sells art work and interior decorating to professional and business offices.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.

Property and equipment

Property and equipment are recorded at cost and depreciated under accelerated methods over each item's estimated useful life, which is five years for vehicles, computers and other items.

Revenue recognition

Revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collectibility is reasonably assured. The Company earns revenues by providing public relations services to clients, primarily through means such as corporate profiles, reports, and news releases targeted to institutional investors. The Company typically contracts for these services on a flat monthly fee basis. Some contracts are long term, and some month to month. Revenue is generally recorded on a monthly basis as earned. The Company has no refund policy as fees are only billed when earned.

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EAGLE BEND HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Principles of consolidation

The accompanying consolidated financial statements include the accounts of Eagle Bend Holding Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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.

Income tax

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Financial Instruments

The carrying value of the Company’s financial instruments, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in, Item 1 in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management.  Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, variations of such words, and similar expressions are intended to identify such forward-looking statements.  These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements.  Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.  However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Annual Reports on Form 10-K, Quarterly reports on Form 10-Q and any Current Reports on Form 8-K.

Overview and History

We were incorporated in March, 2005 to acquire Preserve Communications Services, Inc., a Colorado corporation. We conduct all operational activities through Preserve Communications Services, Inc.

In March, 2005, we issued 10,110,000 restricted common shares to various individuals for cash, past services, and for property, including the transfer of 100% of the capital stock of Preserve Communications Services, Inc.  As a result, Preserve Communications Services, Inc. became our wholly-owned subsidiary.

On April 15, 2005, we filed with the Colorado Division of Securities (the "Division"), Denver, Colorado, a Limited Registration Offering Statement under cover of Form RL pursuant to the Colorado Securities Code, relating to a proposed offering of 100,000 Common Shares of ours. The Registration was declared effective by the Division on May 26, 2005. The offering was closed on November 23, 2005. We raised $100,000 and sold a total of 100,000 shares in the Offering.

Preserve Communications Services, Inc. was incorporated in May, 2003 for the purposes of acting as an investor relations company, which provides its clients with professional communication services within the investment banking, brokerage, and investor community. Preserve Communications Services, Inc. has historically focused its marking efforts on micro-cap companies, designing communication strategies and databases for these clients.  We work with our customers on a fee basis.

 We have not been subject to any bankruptcy, receivership or similar proceeding.

 Our address is 5445 DTC Parkway, Suite 940, Greenwood Village, Colorado 80111.  Our telephone number is (720) 488-5409.

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Results of Operations

       For the three months ended March 31, 2009, revenues were $10,503. For the three months ended March 31, 2008, revenues were $7,096.

  The revenues for all of the relevant periods in this discussion came from sales of services in our subsidiary, Preserve Communications Services, Inc., a Colorado corporation. Our revenues have decreased significantly compared to our revenues for the last fiscal year.  We believe that our revenue model is responsible for these fluctuations in revenue.

In 2006, we charged each client an average of $2,000 per month for our services. We believe that we were successful in generating clients at that revenue level. However, a client needs our services for between six and twelve months and typically does not renew.

At the end of 2007, we decided to develop a higher volume of clients and to change our price structure to an average of $1,000 per month per client to achieve this increased volume. The actual result which we began to see in 2008 was fewer clients paying lower fees, with the result that we had much lower revenue.

Our new model is to focus on fewer and higher paying clients. In August, 2008, we signed a consulting agreement through our wholly-owned subsidiary with Iptimize, Inc., a public company. This contract, which began on September 1, 2008, runs through August 31, 2009. The potential revenue from this agreement  is $10,000 per month, allocated $5,000 in cash and $5,000 in securities.

We must sell the securities we receive under the contract to generate cash, but believe that there is a sufficient market in these securities for us to realize the equivalent of $5,000 per month in sales during the life of the contract. However, given the current state of the market and Iptimize’s thin market capitalization, we may not be able to sell the shares at a favorable price, or at any price, which would correspondingly reduce the revenues we will receive under this contract.

At the present time, Iptimize is our only client and generates our only source of  revenue. If we lose this client, we lose our only source of revenue. We are actively seeking other clients, but cannot guarantee that we will be successful in generating either additional clients or revenue. The revenue generated by this client alone could get us close to achieving profitabililty. However, we plan to try to find additional clients to broaden our revenue base. In any case, at the present time, if we lose this client and cannot replace the revenue, we may go out of business.

This is our new revenue model, which we believe could result in our operations becoming profitable by the end 2009, provided that we can keep our general and administrative costs under control and can generate an additional client at the same revenue level.

We plan to increase our marketing costs in 2009. In order to generate additional revenue, we believe that we must aggressively market our services. We are currently planning to do so. Our ability to attract new clients is related to our marketing efforts, including the use of referrals.

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   Operating expenses, which include depreciation and general and administrative expenses for the three months ended March 31, 2009 were $10,749. Our operating expenses for the three months ended March 31, 2008 were $22,769.  The major components of operating expenses include salaries, rental of data base, marketing costs, professional fees, which consist of legal and accounting costs, and telephone expenses. For the three  ended March 31, 2009, we had significantly lower general and administrative expenses, which was a result of better cost controls for marketing and professional fees.

   As a result of the foregoing, we had a net loss of $246 ($0.00 per share) for the three months ended March 31, 2009 compared to a net loss of $15,673 ($0.00 per share) for the three months ended March 31, 2008.

Because our operating expenses our major professional fees have been paid for the year, operating expenses are expected to remain fairly constant as sales improve except for costs associated with marketing, which could cause our operating expenses to increase, although we do not believe that it would increase materially. The cost of renting the data base is a fixed cost, which we have begun to pay again to service our client. Hence each additional sale has minimal offsetting operating expense. Thus, additional sales should become a profit at a higher return on sales rates as a result of not needing to expand our operational expenses at the same pace. Our marketing costs have been approximately $ 10,000 per year, which was used primarily for attending conferences. We plan to continue to focus our marketing in the Denver Metropolitan area through referrals for the remainder of 2009, so we do not believe that our marketing costs will increase substantially through the end of 2009.

We decided to become a public company to have greater access to the capital markets. We estimate that the costs of being a public company, including legal and accounting expenses, will be approximately $30,000 per year. We believe that this cost will be offset by our ability to raise capital, which we believe will be beneficial to our business and to our shareholders. We have no specific plans to raise capital at this time and do not anticipate developing any such activities until a trading market develops for our common shares.

To try to operate at a break-even level based upon our current level of anticipated business activity, we believe that we must generate approximately $85,000 in revenue per year. However, if our forecasts are inaccurate, we will need to raise additional funds. In the event that we need additional capital, Mr. Koch and Mr. Hinkle have agreed to loan such additional funds as may be necessary through December 31, 2009 for working capital purposes. We do not foresee the necessity of such loans, at this time. In the past, Mr. Koch and Mr. Hinkle have only made one loan to us, which has been repaid.

On the other hand, in with the support of Mr. Koch and Mr. Hinkle, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In addition, we expect that, once a trading market has developed for our common shares, we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services and products, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that such additional financing will be available when needed on favorable terms, or at all.

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We may incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $80,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business.

Liquidity and Capital Resources

As of March 31, 2009, we had cash or cash equivalents of $6,713, compared to $681 in cash or cash equivalents as of March 31, 2008.

Net cash used for operating activities was $5,057 for the three months ended March 31, 2009 compared net cash used for operating activities of $18,640 for the three months ended March 31, 2008. The major difference was our net income for the three months ended March 31, 2009, compared to the three months ended March 31, 2008.

Cash flows provided by or used for investing activities were $-0- for all relevant periods.

Cash flows provided by or used for financing activities were $-0- for all relevant periods.

Over the next twelve months we do not expect any material capital costs.

    We believe that we have sufficient capital in the short term for our current level of operations. This is because we believe that we can attract sufficient revenues within our present organizational structure and resources to become profitable in our operations. Additional resources would be needed to expand into additional locations, which we have no plans to do at this time. We do not anticipate needing to raise additional capital resources in the next twelve months. In the event that we need additional capital, Mr. Koch and Mr. Hinkle have agreed to loan such funds as may be necessary through December 31, 2008 for working capital purposes. We have no specific plans to raise capital at this time and do not anticipate developing any such activities until a trading market develops for our common shares. We believe that once we have developed a trading market for our common shares, we be able to develop a plan to raise additional capital.

Our primary activity will be to seek to develop clients and, consequently, our revenues. If we succeed in expanding our client base and generating sufficient sales, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to build our company in any manner which will be successful.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements with any party.

Plan of Operation

Our plan for the next twelve months beginning April 1, 2009 is to increase our marketing program and thereby increase our revenues. With these increased revenues, we hope to be able to operate at a profit or at break even by the end of the twelve month period. Our plan is to generate more revenue to become profitable in our operations. In addition, we plan to use our referral sources to develop business.

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Currently, we are conducting business only through Preserve Communications Services, Inc. and in only one location in the Denver Metropolitan area. We have no plans to expand into other locations or areas. We believe that the timing of the completion of the milestones needed to become profitable can be achieved as we are presently organized with sufficient business.

Other than the shares offered by last offering no other source of capital has been identified or sought.

If we are not successful in our operations we will be faced with several options:

    1. Cease operations and go out of business;

    2. Continue to seek alternative and acceptable sources of capital;

    3. Bring in additional capital that may result in a change of control; or

    4. Identify a candidate for acquisition that seeks access to the public marketplace and its financing sources.

Currently, we believe that we have sufficient capital or access to capital to implement our proposed business operations or to sustain them for the next twelve months. In the event that we need additional capital, Mr. Koch and Mr. Hinkle have agreed to loan such funds as may be necessary through December 31, 2009 for working capital purposes.

If we can sustain profitability, we could operate at our present level indefinitely.

To date, we have never had any discussions with any possible acquisition candidate nor have we any intention of doing so.

Proposed Milestones to Implement Business Operations

At the present time, we are operating from one location in the Denver Metropolitan area. Our plan is to make our operation profitable on a quarterly basis by the end of 2009. We plan to do so with increased marketing, which we believe will generate increased revenue. We estimate that we must generate approximately $85,000 in sales per year to be profitable. Our consulting agreement with Iptimize could be worth as much as $120,000 per year to us, and should get us close to profitability, assuming we can sell the securities portion of our compensation at a favorable price.  We must sell the securities we receive under the contract to generate cash, but believe that there is a sufficient market in these securities for us to realize the equivalent of $5,000 per month in sales during the life of the agreement. However, given the current state of the market and Iptimize’s thin market capitalization, we may not be able to sell the shares at a favorable price, or at any price, which would correspondingly reduce the revenues we will receive under this contract. Nevertheless, we believe that the development of revenue is the only significant variable in our ability to become profitable.

Our new model is to focus on fewer and higher paying clients. In August, 2008, we signed a consulting agreement through our wholly-owned subsidiary with Iptimize, Inc., a public company. This contract, which began on September 1, 2008, runs through August 31, 2009. The potential revenue from this agreement  is  $10,000 per month, allocated equally between cash and securities. This is our new revenue model, which we believe could result in our operations becoming profitable by the end of 2009, provided that we can keep our general and administrative costs under control and can generate an additional client at the same revenue level.

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            We have only recently been profitable. However, we believe that we can be profitable on a consistent quarterly basis at the end of 2009, assuming sufficient revenue. Based upon our current plans, we have adjusted our operating expenses so that cash generated from operations is expected to be sufficient for the foreseeable future to fund our operations at our currently forecasted levels. To try to operate at a break-even level based upon our current level of anticipated business activity, we believe that we must generate approximately $85,000 in revenue per year. However, if our forecasts are inaccurate, we will need to raise additional funds. In the event that we need additional capital, Mr. Koch and Mr. Hinkle have agreed to loan such funds as may be necessary through December 31, 2009 for working capital purposes.

On the other hand, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations . In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services and products, appropriate responses to competitive pressures, or the acquisition of complementary businesses, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.

We might incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $80,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business

            We also are planning to rely on the possibility of referrals from clients and will strive to satisfy our clients. We believe that referrals will be an effective form of advertising because of the quality of service that we bring to clients. We believe that satisfied clients will bring more and repeat clients.

In the next 12 months, we do not intend to spend any material funds on research and development and do not intend to purchase any large equipment.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Seasonality

We do not expect our sales to be impacted by seasonal demands for our products and services.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.

ITEM 4. CONTROLS AND PROCEDURES

Not applicable.

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ITEM 4T. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief Financial Officer has concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the applicable time periods specified by the SEC’s rules and forms.

There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Identified in connection with the evaluation required by paragraph (d) of Rule 240.13a-15 or Rule 240.15d-15 of this chapter that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS

You should carefully consider the risks and uncertainties described below; and all of the other information included in this document. Any of the following risks could materially adversely affect our business, financial condition or operating results and could negatively impact the value of your investment.

The occurrence of any of the following risks could materially and adversely affect our business, financial condition and operating result. In this case, the trading price of our common stock could decline and you might lose all or part of your investment.

We have had a history of losses and may continue to have losses in the future.  We were not profitable in our most recent fiscal quarter ended March 31, 2009. As a result, we may never become consistently profitable, and we could go out of business.

We were formed as a Nevada corporation in March, 2005. Our wholly-owned, subsidiary, Preserve Communications Services, Inc., a Colorado corporation, was formed in May, 2003. We have a history of losses. Our revenues depend upon the number of customers we can generate.  We cannot guarantee we will ever develop a substantial number of customers. Even if we develop a substantial number of customers, there is no assurance that we will become a profitable company. We may never become profitable, and, as a result, we could go out of business.

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Our operations are subject to our ability to successfully market our services. We have a history of losses and cannot say that we have the ability to successfully market our services. Investors could lose their entire investment in us.

Because we have had a history of losses, we cannot say that we have the ability to successfully develop and to market our database management products and services. Further, there is the possibility that our continued operations will not generate income sufficient to meet operating expenses or will generate income and capital appreciation, if any, at rates lower than those anticipated or necessary to sustain the investment. There­fore, investors should consider an investment in us to be an extremely risky venture, for which they could reasonably be expected to lose their entire investment.

We currently have only one client. The loss of this client would mean the loss of our entire revenue stream. If we lose this client and cannot replace the revenue, we may go out of business.

At the present time, we have only one client, Iptimize, Inc. This client generates our only source of  revenue. If we lose this client, we lose our only source of revenue. We are actively seeking other clients, but cannot guarantee that we will be successful in generating either additional clients or revenue. The revenue generated by this client alone could get us close to achieving profitabililty. However, we plan to try to find additional clients to broaden our revenue base. In any case, at the present time, if we lose this client and cannot replace the revenue, we may go out of business.

Our contract with our one client calls for payment of our services in cash and stock. To the extent that we are unable to sell the stock we receive from our client at a favorable price, or at any price, we would see our revenues correspondingly reduced. If our revenues are sufficiently reduced because of our inability to sell the stock, we may not be able to operate profitably.

Our contract with our one client calls for payment of our services in cash and stock. However, given the current state of the market and the thin market capitalization of this stock, we may not be able to sell the shares at a favorable price, or at any price. To the extent that we are unable to successfully sell the stock, we would correspondingly reduce the revenues we will receive under this contract.If our revenues are sufficiently reduced because of our inability to sell the stock, we may not be able to operate profitably.

Intense competition in our market could prevent us from developing revenue and prevent us from achieving annual profitability. In either situation, we may never become profitable, fail as an organization, and our investors could lose some or all of their investment.

Our business is highly competitive. We compete with numerous established companies having substantially greater financial resources and experience than we have. There can be no guarantee that we will ever be able to compete successfully.  Any competition may cause us to fail to gain or to lose clients, which could result in reduced or non-existent revenue. Competitive pressures may impact our revenues and our growth. As a result, our investors could lose their entire investment.

Our success will be dependent upon our management’s efforts. We cannot sustain profitability without the efforts of our management.

Our success will be dependent upon the decision making of our directors and executive officers. These individuals intend to commit as much time as necessary to our business, but this commitment is no assurance of success. The loss of any or all of these individuals, particularly Mr. Koch, our President, could have a material, adverse impact on our operations. We have no written employment agreements with any officers and directors, including Mr. Koch. We have not obtained key man life insurance on the lives of any of our officers or directors.

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Our stock price may be volatile, and you may not be able to resell your shares at or above the public sale price.

There has been, and continues to be, a limited public market for our common stock. Our common stock is not quoted anywhere. If you purchase shares of common stock, you may not be able to resell those shares at or above the initial price you paid. The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:

*	actual or anticipated fluctuations in our operating results;
*	changes in financial estimates by securities analysts or our failure to perform in line with such estimates;
*	changes in market valuations of other consulting service oriented companies, particularly those that market services such as ours;
*	announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;
*	introduction of product enhancements that reduce the need for our services;
*	the loss of one or more key clients; and
*	departures of key personnel.

We have no experience as a public company. We have no experience in complying with the various rules and regulations which are required of a public company. If we cannot successfully comply, we may go out of business and you may lose your investment.

We have never operated as a public company. We have no experience in complying with the various rules and regulations which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to comply as a public company could be the basis of your losing your entire investment in us.

Our stock has no public trading market and there is no guarantee a trading market will ever develop for our securities. You may never be able to liquidate your investment.

There has been, and continues to be, no public market for our common stock. An active trading market for our shares has not, and may never develop or be sustained. If you purchase shares of common stock, you may not be able to resell those shares at or above the initial price you paid. You may never  be able to liquidate your investment.  Once a market develops, the market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:

*     actual or anticipated fluctuations in our operating results;

*     changes in financial estimates by securities analysts or our failure to perform in line with such estimates;

*     changes in market valuations of other companies, particularly those that market services such as ours;

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*     announcements by us or our competitors of significant innovations,  acquisitions, strategic partnerships, joint ventures or capital commitments;

*     introduction of product enhancements that reduce the need for our products;

*     departures of key personnel.

Of our total outstanding shares as of April 1, 2009, a total of 7,910,000, or approximately 87%, will be restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

As restrictions on resale end, the market price of our stock could drop significantly if the holders of restricted shares sell them or are perceived by the market as intending to sell them.

Applicable SEC rules governing the trading of “Penny Stocks” limit the liquidity of our common stock, which may affect the trading price of our common stock.

Our common stock is currently not quoted in any market. If our common stock becomes quoted, we anticipate that it will trade well below $5.00 per share. As a result, our common stock is considered a “penny stock” and is subject to SEC rules and regulations that impose limitations upon the manner in which our shares can be publicly traded.  These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock and the associated risks.  Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination for the purchaser and receive the written purchaser’s agreement to a transaction prior to purchase.  These regulations have the effect of limiting the trading activity of our common stock and reducing the liquidity of an investment in our common stock

The over-the-counter market for stock such as ours is subject to extreme price and volume fluctuations. You may never be able to liquidate your investment at price satisfactory to you.

Our securities do not currently trade in any market. However, securities of companies such as ours which do trade have historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as new product developments and trends in the our industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock.

Buying low-priced penny stocks is very risky and speculative.

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets.

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We do not expect to pay dividends on common stock.

We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion. 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

    None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

    None

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

    None

ITEM 5.  OTHER INFORMATION

             None

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ITEM 6.  EXHIBITS

Exhibit No.	Description
3.1*	Articles of Incorporation of Eagle Bend Holding Company
3.2*	Bylaws of Eagle Bend Holding Company
10.1*	Investor Relations Consulting Agreement
21.1*	List of Subsidiaries
31.1	Certification of CEO/CFO pursuant to Sec. 302
32.1	Certification of CEO/CFO pursuant to Sec. 906

           * Previously filed

Reports on Form 8-K

No reports have ever been filed under cover of Form 8-K.

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 thereunto duly authorized on May 5, 2009.

EAGLE BEND HOLDING COMPANY
By:	/s/ Keith Koch
	Keith Koch
	Chief Executive Officer, Chief Financial Officer and President (principal executive officer and principal financial and accounting officer)

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