AGREEMENT AND PLAN OF REORGANIZATION

Exhibit 10.3

AGREEMENT AND PLAN OF REORGANIZATION

            This Agreement and Plan of Reorganization is dated March 30, 2005, between Riverbend Telecom, Inc., a Nevada corporation (“Parent”), and Riverbend Holdings, Inc., a Colorado corporation (“Subsidiary”).

            WHEREAS, Parent is a telecommunications company engaged primarily in the marketing of telecommunication services for resellers and carriers of local and long distance telephone and prepaid calling card, data and internet services.  A current listing of its contracts and a description of the assets related to such business is attached hereto as Exhibit A; and

            WHEREAS, Parent desires to separate its telecommunications operations from the remaining assets of the Parent by transferring that portion of its business and assets to the Subsidiary in accordance with the terms of this Agreement;

            WHEREAS, Parent holds 100 shares of Common Stock in Subsidiary, and is the sole shareholder of Subsidiary;

            WHEREAS, following the transfer of assets to Subsidiary, it is anticipated that Parent will distribute its stock in Subsidiary to Parent's shareholders, and immediately following such distribution, Parent will, pursuant to a Contribution Agreement dated July 14, 2004 (the "Contribution Agreement"), acquire control of United Check Services, L.L.C. ("United");

            WHEREAS, the Parent, in order to induce the members of United to enter into the Contribution Agreement has agreed to cause Subsidiary to assume all liabilities and obligations of Parent and any and all tax liabilities arising from the transfer of assets to Subsidiary and the subsequent distribution of the stock in Subsidiary pursuant to this Agreement and Plan of Reorganization.  Subsidiary, in consideration of the transfer of the assets described herein has agreed to assume such liabilities and indemnify Parent therefrom;

            NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

            1.         Transfer of Assets.  On the date of this Agreement and Plan of Reorganization, the Parent will convey, assign and transfer to the Subsidiary any and all assets of Parent including all assets from Parent's telecommunications operations, accounts receivables, trade names, rights, claims and interests (the "Assets").  Without limitation, said assets shall include those assets described in Exhibit A.  Notwithstanding the foregoing, Parent shall not transfer to Subsidiary those assets described on Exhibit B (the "Excluded Assets").

            2.         Consideration.  In consideration of the transfer of the Assets, the Subsidiary hereby agrees (i) to assume, pay and perform any and all debts, liabilities, leases, licenses, contracts and obligations of  Parent  which have been incurred on or before the closing of the Contribution Agreement (the "Contribution Closing"), including, without limitation those described on Exhibit C attached hereto (the "Assumed Liabilities and Obligations"; (ii) to assume and agree to pay any and all tax liabilities as described in Section 7, and to issue 2,046,567 shares of Common Stock of Subsidiary to Parent.

            3.         Distribution of Subsidiary Stock. Upon completion of the transfer of Assets and assumption of the Assumed Liabilities and Obligations as described in Paragraphs 1 and 2 above, Parent will distribute all of its stock in the Subsidiary to the then holders of Parent’s Common Stock with the shareholders of the Parent to receive one share of Common Stock of the Subsidiary for each share of Common Stock of the Parent it holds (the "Spin-Off"); provided, that the shares of Common Stock of the Subsidiary shall be subject to federal and state securities law restrictions. Accordingly, all shares will be “restricted” shares and may only be sold pursuant to Rule 144 of the Securities Act of 1933 or other available exemption from registration or pursuant to an effective registration statement. The Subsidiary consents to such distribution and transfer of stock to Parent's shareholders and upon surrender of the certificate representing such stock together with stock assignments assigning such stock to the shareholders of Parent, the Subsidiary will issue "restricted" shares to the shareholders of Parent for the number of shares transferred to such respective shareholders.

            4.         Closing. The Spin-Off Closing will be at 10:00 A.M. on March 30, 2005 at the offices of Berenbaum Weinshienk, & Eason, P.C. or such other time and place mutually agreed to by the parties hereto. At the Closing, the following deliveries shall take place:

            5.         Representations and Warranties of Parent. The Parent hereby represents and warrants to the Subsidiary as set forth below:

	(e)	Inventory.  All inventory of Parent shown on Exhibit A shall be assigned to Subsidiary, "As Is."  Parent makes no representation as to the condition or value of such inventory.
	(f)	Equipment