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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549

FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2006

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
  THE SECURITIES EXCHANGE ACT OF 1934 F

For the transition period from [   ] to [  
]

Commission file number 333-126680

RIVERBANK RESOURCES INC.(Name of small business issuer in its charter)

|Nevada                                                               | 20-2551275                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|595 Howe Street, Suite 902, Box 12                                   |                                     
|Vancouver, BC Canada                                                 | V6C 2T5                             
|(Address of principal executive offices)                             | (Zip Code)                          

Issuer's telephone number (604)-484-3701

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

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

**Common Shares, par value $0.001**
(Title of class)

**Preferred Shares, par value $0.001**(Title of class)

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 [   ]

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B is not contained in this form, and no disclosure
  will 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. [   ]

State issuer's revenues for its most recent fiscal year.
**Nil**

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

State the aggregate market value of the voting and non-voting
  common equity held by non-affiliates computed by reference to the price at which
  the common equity was sold, or the average bid and asked prices of such common
  equity, as of a specified date within 60 days. (See definition of affiliate
  in Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will involve
  an unreasonable effort and expense, the issuer may calculate the aggregate market
  value of the common equity held by non-affiliates on the basis of reasonable
  assumptions, if the assumptions are stated.

3,424,000 common shares @ $0.05 (1)= $171,200

(1)Average of bid closing prices on July 24, 2006.

State the number of shares outstanding of each of the issuer's
classes of equity stock, as of the latest practicable date.

7,424,000 common shares issued and outstanding as of July
24, 2006

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly
  describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
  etc.) into which the document is incorporated: (1) any annual report to security
  holders; (2) any proxy or information statement; and (3) any prospectus filed
  pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
  The listed documents should be clearly described for identification purposes
  (e.g., annual report to security holders for fiscal year ended December 24,
  1990).

Transitional Small Business Disclosure Format (Check one):   
  Yes [   ]    No [X].

PART I

Item1. Description of Business.

General

Riverbank Resources Inc. was incorporated under the laws of the
State of Nevada on February 9th. 2005, with principal executive
offices located in Vancouver, British Columbia, Canada.

Our common stock is quoted on the OTC Bulletin Board under the
  symbol "RBKR".

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Business Overview

We are a start-up exploration stage company and have not yet
started our business operations or generated or realized any revenues from our
business operations. We are in the business of the acquisition, and exploration
of mineral properties with a view to exploiting any mineral deposits we discover
that demonstrate economic feasibility.

We acquired a 100% undivided interest in Big Mike on April
25th, 2005. Our only property, Big Mike consists of one mineral claim
located in the Skeena Mining Division of British Columbia, Canada. There is no
assurance that a mineral deposit exists on the mineral claim until appropriate
geological exploration is done and a final comprehensive evaluation is
concluded. There are no mineral reserves on the mineral claim and our proposed
exploration program is entirely exploratory in nature.

The exploration program known as preliminary reconnaissance
proposed by Riverbank is designed to determine whether mineralization exists to
the extent that further exploration is recommended to outline any such
discovered mineralized zones. It is uncertain at this time the precise quantity
of minerals in the property that would justify actual mining operations.

We intend to explore for base and precious metals on our
property. There can be no assurances that valuable minerals exist on our
property until proper geological work and analysis is performed. Our property
has no proven or probable mineral reserves. There is no assurance that a
commercially viable mineral deposit exists on our property. Further exploration
is required before we can evaluate whether any exist and, if so, whether it
would be economically and legally feasible to develop or exploit those
resources. Even if we complete an exploration program and we are successful in
identifying a mineral deposit, we would be required to spend substantial funds
on further drilling and engineering studies before we could know whether that
mineral deposit would constitute a reserve (a reserve is a commercially viable
mineral deposit). Please refer to the section entitled Risk Factors in this
annual report on Form 10-KSB, for additional information about the risks of
mineral exploration.

We own a 100% undivided mineral interest in the mineral claim
and our title to the mineral claim gives us the rights to any of the mineral
deposits situated on the claim.

We filed a Registration Statement on Form SB-2 with the United
States Securities and Exchange Commission which became effective in July 2005 to
register 3,424,000 shares of common stock for resale by existing shareholders of
the Company. The Company did not receive any proceeds from the resale of shares
of common stock by the selling stockholders.

Employees

Initially, we intend to use the services of contractors and
consultants for exploration work on our properties. At present, we have no paid
employees. Consultants when required are retained on the basis of ability and
experience. There are no preliminary agreements or understandings existing or
under contemplation by us (or any person acting on our behalf) concerning any
aspect of our operations pursuant to which any person would be hired,
compensated or paid a finders fee.

Competition

There is aggressive competition within the mineral industry to
  discover and acquire mining properties considered to have commercial potential.
  We compete for the opportunity to participate in promising exploration projects
  with other entities, many of which have greater resources than us. In addition,
  we compete with others in efforts to obtain financing to explore and develop
  mineral properties.

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Compliance with Government Regulation

We are committed to complying and, to our knowledge, are in compliance with all governmental and environmental regulations. All work on the claim is governed by the laws of the Province of British Columbia. Title to mineral claims are issued and
administered by the Mineral Titles Branch, Ministry of Energy and Mines, and title must comply with all provisions under the Mineral Tenure Act (British Columbia). A mineral claim acquires the right to all minerals that were available at the time of
location and as defined in the Mineral Tenure Act (British Columbia). There are no surface rights included, but the title-holder has the right to use the surface of the claim for mining purposes only. All work carried out on a claim that disturbs
the surface by mechanical means requires a Notice of Work and must receive written approval from the district Inspector of Mines prior to commencement. We are prepared to engage professionals, if necessary, to ensure regulatory compliance but in the
near term expect our activities to require minimal regulatory oversight. If we expand the scope of our activities in the future it is reasonable to expect expenditures on compliance to rise.

Intellectual Property

We do not own, either legally or beneficially, any patent or trademark.

RISK FACTORS

Please consider the following risk factors before deciding to invest in our common stock.

Risks Associated with our Company:

1.We are a recently organized business and you cannot evaluate the investment merits of our Company because we have no operating history.

Our Company is only recently organized with no operating history making it difficult to evaluate the investment merits. Our Company was recently organized on February 9th 2005 and is a start-up company. We have no operating history and we
did not have any business prior to our organization.

2. We may not be able to continue as a going concern if we do not obtain additional financing.

Because of our lack of funds and short operating history incurring only expenses, our independent accountants audit report states that there is substantial doubt about our ability to continue as a going concern. We have incurred only losses
since our inception raising substantial doubt about our ability to continue as a going concern. Therefore our ability to continue as a going concern is highly dependent upon obtaining additional financing for our planned operations.

3.We have a limited operating history and as a result
  there is no assurance we can operate on a profitable basis.

We have a limited operating history and must be considered
  in the exploration stage. Our company's operations will be subject to all the
  risks inherent in the establishment of an exploration stage enterprise and the
  uncertainties arising from the absence of a significant operating history. Potential
  investors should be aware of the difficulties normally encountered by mineral
  exploration companies and the high rate of failure of such enterprises. The
  likelihood of success must be considered in light of the problems, expenses,
  difficulties, complications and delays encountered in connection with the exploration
  of the mineral properties that we plan to undertake. These potential problems
  include, but are not limited to, unanticipated problems relating to exploration,
  and additional costs and expenses that may exceed current estimates. The expenditures
  to be made by us in the exploration of the mineral claims may not result in
  the discovery of mineral deposits. Problems such as unusual or unexpected formations
  of rock or land and other conditions are involved in mineral exploration and
  often result in unsuccessful exploration efforts. If the results of our exploration
  do not reveal viable commercial mineralization, we may decide to abandon our
  claims and acquire new claims for new exploration or cease operations. The acquisition
  of additional claims will be dependent

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upon us possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations. No assurance can be given that we may be able to operate on a profitable basis.

4. If we do not obtain additional financing, our business
  will fail and our investors could lose their investment.

We had cash overdraft in the amount of $ 2,957; working capital deficit of $1,587 as of our year ended April 30, 2006. We currently do not generate revenues from our operations. Our business plan calls for substantial investment and cost in
connection with the acquisition and exploration of our mineral properties currently under lease and option. Any direct acquisition of the claim under lease or option is subject to our ability to obtain the financing necessary for us to fund and
carry out exploration programs on the properties. The requirements are substantial. We do not currently have any arrangements for additional financing and we can provide no assurance to investors that we will be able to find such financing if
required. Obtaining additional financing would be subject to a number of factors, including market prices for minerals, investor acceptance of our properties, and investor sentiment. These factors may make the timing, amount, terms or conditions of
additional financing unavailable to us. The most likely source of future funds presently available to us is through the sale of equity capital and loans. Any sale of share capital will result in dilution to existing shareholders.

5. Because there is no assurance that we will generate
  revenues, we face a high risk of business failure.

We have not earned any revenues as of the date of this annual report and have never been profitable. We do not have an interest in any revenue generating properties. We were incorporated in February 9, 2005 and to date have been involved primarily
in organizational activities and limited exploration activities. Prior to our being able to generate revenues, we will incur substantial operating and exploration expenditures without realizing any revenues. We therefore expect to incur significant
losses into the foreseeable future. We have limited operating history upon which an evaluation of our future success or failure can be made. Our net loss from inception to our year ended April 30, 2006 is $58,207. We recognize that if we are
unable to generate significant revenues from our activities, we will not be able to earn profits or continue operations. Based upon current plans, we also expect to incur significant operating losses in the future. We cannot guarantee that we will
be successful in raising capital to fund these operating losses or generate revenues in the future. We can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful
in addressing these risks, our business will most likely fail and our investors could lose their investment.

6. Because of the speculative nature of the exploration
  of natural resource properties, there is substantial risk that this business
  will fail.

There is no assurance that any of the claims we explore or acquire will contain commercially exploitable reserves of minerals. Exploration for natural resources is a speculative venture involving substantial risk. Hazards such as unusual or
unexpected geological formations and other conditions often result in unsuccessful exploration efforts. We may also become subject to significant liability for pollution, cave-ins or hazards, which we cannot insure or which we may elect not to
insure.

7. If we cannot compete successfully for financing and
  for qualified managerial and technical employees, our exploration program may
  suffer.

Our competition in the mining industry includes large established
  mining companies with substantial capabilities and with greater financial and
  technical resources than we have. As a result of this competition, we may be
  unable to acquire additional financing on terms we consider acceptable. We also
  compete with other mining companies in the recruitment and retention of qualified
  managerial and technical employees. If we are unable to successfully compete
  for financing or for qualified employees, our exploration program may be slowed
  down or suspended.

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8. We have no know mineral resources and if we cannot
  find any mineral recourses we may have to cease operations.

We have no measured mineral bodies. If we do not find a mineral
  body or bodies containing valuable minerals or metals or if we cannot conduct
  further exploration of any discovered minerals, either because we do not have
  money to do it or because it is not economically feasible to do it, we may have
  to cease operations and you will loose your investment.

9. Inability of our officers and directors to devote
  sufficient time to the operation of the business may limit our company's success.

Presently some of our officers and directors allocate only a portion of their time to the operation of our business. If the business requires more time for operations than anticipated or the business develops faster than anticipated, the officers
and directors may not be able to devote sufficient time to the operation of the business to ensure that it continues as a going concern. Even if this lack of sufficient time of our management is not fatal to our existence, it may result in limited
growth and success of the business.

10. As we will be subject to compliance with government regulation that may change, the anticipated costs of our exploration program may increase.

There are several governmental regulations that materially restrict mineral exploration or exploitation. We will be subject to the Mining Act of British Columbia as we carry out our exploration programs. We may be required to obtain work permits,
post bonds and perform remediation work for any physical disturbances to the land in order to comply with these regulations. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase
our costs of doing business and prevent us from carrying out our exploration program.

11. As the Province of British Columbia owns the land covered by our mineral claim and native land claims might affect our title to the mineral claims or to British Columbias title to the property, our business plan may fail.

We are unaware of any outstanding native land claims on Big Mike. However, it is possible that a native land claim could be made in the future. The federal and provincial government policy at this time is to consult with all potentially affected
native bands and other stakeholders in the area of any potential mining. Should we encounter a situation where a native person or group claims an interest in our claim(s) we may not be able to provide compensation to the affected party in order to
continue with our exploration work, or if such an option is not available, we may have to relinquish our interest in these claims. In either case, the costs and/or losses could be greater than our financial capacity and our business would fail.

Environmental Factors

We will have to sustain the cost of reclamation and environmental
  remediation for all work undertaken which causes sufficient surface disturbance
  to necessitate reclamation work. Both reclamation and environmental remediation
  refer to putting disturbed ground back as close to its original state as possible.
  Other potential pollution or damage must be cleaned-up and renewed along standard
  guidelines outlined in the usual permits. Reclamation is the process of bringing
  the land back to a natural state after completion of exploration activities.
  Environmental remediation refers to the physical activity of taking steps to
  remediate, or remedy, any environmental damage caused, i.e. refilling trenches
  after sampling or cleaning up fuel spills. Our Phase I and II programs do not
  require any reclamation or remediation other than minor clean up and removal
  of supplies because of minimal disturbance to the ground. The amount of these
  costs is not known at this time as we do not know the extent of the exploration
  program we will undertake, beyond completion of the recommended two phases described
  above. Because there is presently no information on the size, tenor, or quality
  of any resource or reserve at this time, it is impossible to assess the impact
  of any capital expenditures on our earnings or competitive position in the event
  a potentially-economic deposit is discovered environmental Factors

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Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common stock.

Item 2. Description of Property.

Big Mike Property Purchase Agreement

On April 26, 2005, we entered into a mineral purchase and sale
agreement with Gudmund Lovang of North Vancouver, British Columbia, whereby he
sold to us a 100% undivided right title and interest in one mineral claim
located in the Skeena Mining Division of British Columbia, Canada. We acquired
this interest in the Big Mike property by paying $3,000 to Mr. Lovang.

Title to the Big Mike property

The Big Mike property consists of one mineral claim comprising
61 acres. A mineral claim refers to a specific section of land over which a
title holder owns rights to explore the ground and subsurface, and extract
minerals. Title to the Big Mike property is registered in the name of Gudmund
Lovang. He has provided us with an absolute bill of sale with respect to the
property. An absolute bill of sale is a legal document that transfers registered
title to mineral property rights from one party to another unconditionally. Mr.
Lovang holds these claims on our behalf, however, based on the absolute bill of
sale, Mr. Lovang does not retain any right to the claims. There are no
underlying interests or interests in the property.

Claim details are as follows:

Claim Name
    Record
    Expiry DateNumberBig Mike
    380857
    December 11, 2007


Location and Access

The Big Mike propertys coordinates are 55°50'50" N. Latitude,
130°02'40" W. Longitude and consist of 61 acres. It is located on the eastern
shore of the Portland Canal, about six miles south of the towns of Stewart,
British Columbia and Hyder, Alaska, in the Skeena Mining Division in northern
British Columbia, Canada. The town of Stewart lies off a paved highway,
approximately eight miles northeast of Hyder, Alaska, which is 40 miles to the
west of Meziadin Junction, via the Village of Kitwanga, some 94 miles to the
south. The property can be reached via the Portland Canal in which forms part of
the boundary between British Columbia, Canada and the Alaskan Panhandle, near
the Pacific Ocean. (see location map below). The property lies approximately
3,000 feet above sea level from the rocky eastern shore of the Portland Canal,
in a heavily forested area.

Climate and Topography

The property lies in an area of coastal forest rising steeply
from the rocky eastern shore of the Portland Canal from sea level to 3,000 feet
above sea level.

The wet coastal climate is predominant with heavy rainfall during
  spring and fall and heavy snowfall during the winter months. Depths of tens
  of feet of snow can accumulate over the winter.

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Dense vegetation consisting of cedar, fir, spruce and hemlock covers the property and alder, shrubs and mosses can make footing difficult.

The property totals 61 acres and is covered with dense vegetation
  consisting of a mix of cedar, fir, spruce and hemlock trees as well as alder,
  shrubs and mosses. The areas wet coastal climate is predominant with heavy
  rainfall during spring and fall and heavy snowfall during the winter months.
  Depths of tens of feet of snow can accumulate over the winter.

Mineralization

Mineralization is the accumulation of high concentrations of valuable elements, such as gold, silver and copper, in rock and soil.

The property is underlain by the following rock types:

Diorite: dark, granite-textured, crystalline rocks rich in sodium and calcium aluminum, as well as small quantities of quartz

Granodioritic rocks: rocks containing a combination of acid and alkaline

Andesites: volcanic rocks characteristically medium dark in color and containing 54 to 62 percent silica and moderate amounts of iron and magnesium

Siltstone: a fine-grained standstone

Slate: a metamorphic rock that splits into thin, smooth-surfaced layers. Metaphoric rocks are rocks that have undergone a transformation from its original state due to pressure and/or heat.

The area of the Big Mike property is mapped as being underlain by Jurassic Age volcanic rocks and sedimentary rocks, intruded by plutonic complex granitic rocks, all of which are intruded by igneous dikes and quartz veins. Jurassic Age volcanic
rocks are rocks that vary from 146 to 200 million years old. Plutonic granitic rocks are created when a mass of molten rock cools below the earths surface.

The main adit found on the Big Mike property was developed along a quartz vein along an east-trending fault in metaphoric rocks. An adit is an opening driven horizontally into a side of a hill or mountain in order to access rock within. The south
adit is some 850 feet south of the main adit. Both adits are underlain with various metaphoric and volcanic rocks.

The claim was created on December 11, 2004 and is in good standing until December 11, 2007 as all required exploration work on the claim has been completed.

Exploration History

During 1925 and 1926, the Big Mike property was first staked and the main underground adit was excavated to a length of 115 feet along a quartz vein. Another underground adit of 100 feet long was excavated approximately 850 feet south of the main
adit along a southeastern fault.

Mr. A.A. Davidson inspected the property in the 1920s.
  Two samples taken from the vein along both adits contained some gold.

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A program of geological, geophysical and geochemical surveying was carried out over a large area that included the Big Mike property during September and November 1986. Shangri-La Minerals Ltd. conducted the surveys for Alexa Ventures Inc. Results
of the survey are not public.

Geological Report

We retained Mr. William G. Timmins, P. Eng., a professional geologist, to complete an evaluation of the Big Mike property and to prepare a geology report on the claim.

Based on his review, Mr. Timmins concluded that the Big Mike property warrants further exploration due to the geochemistry and inferred geological continuity, as well as the lack of previous exploration.

Mr. Timmins recommends an initial exploration program consisting of two phases. The first phase would consist of staking additional mineral claims adjacent to the property in order to cover potential extensions of mineralization, trenching,
stripping and sampling the open cut extension as well as clearing and rehabilitating the main underground adit. Trenching involves removing surface soil using a backhoe or bulldozer. Samples are then taken from the bedrock below and analyzed for
mineral content. Clearing and rehabilitating refers to removing rock and debris from an adit that has not been explored for some time.

The second phase would consist of drilling of the vein extension. Drilling involves extracting a long cylinder of rock from the ground to determine amounts of metals at different depths. Pieces of the rock obtained, known as drill core, are analyzed
for mineral content. The first phase was estimated to cost $25,300.The first phase of exploration was completed in the in the winter of 2005- 2006.

The program consisted of trenching and stripping the open cut area, rehabilitation of main adit portal, sampling and prospecting. Chemical analysis of samples collected during the work program revealed low, or trace amounts, of mineralization on the
property. Furthermore, the prospecting carried out on the property has not revealed any additional zones of further interest therefore, Mr.Timmins, on his letter to the company dated January 12, 2006, reports that further exploration expenditure on
the Big Mike property is not justified and is therefore not recommended.

Executive Offices

Our principal offices are located at Suite 902, 595 Howe Street, Vancouver, British Columbia, CANADA V6C 2T5. We believe that our office space and facilities are sufficient to meet our present needs and do not anticipate any difficulty securing
alternative or additional space, as needed, on terms acceptable to us.

Mineral Properties

On April 26, 2005, the Company acquired the mining rights to two claims collectively known as the Big Mike Border Gold property located in the Skeeena Mining District of British Columbia, Canada, for a purchase price of $3,000. The Company
received rights to all minerals contained in the Big Mike Border Gold property.

During January 2006, chemical analysis of samples collected
  during the work program revealed low, or trace amounts, of mineralization on
  the property. Furthermore, the prospecting carried out on the property did not
  reveal any additional zones of further interest therefore, our geologist, Mr.William
  G. Timmins, P. Eng., on his letter to the company dated January 12, 2006, reported
  that further exploration expenditure on the Big Mike property would not be justified
  and recommended the company abandon the claim, consequently the minerals rights
  were impared 100%.

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Infrastructure

There is no power source located on the Big Mike claims. We
will not require any electrical or mechanical equipment as no further
exploration work is contemplated on the claims.

Compliance with Government Regulations

Our mineral exploration program will comply with the British
Columbia Mineral Tenure Act. This act sets forth rules for:

| | * | locating claims         
| | - | ------------------------
| | * | posting claims          
| | * | working claims          
| | * | reporting work performed

We also have to comply with the British Columbia Mineral
Exploration Code which tells us how and where we can explore for minerals. We
must comply with these laws to operate our business. Compliance with these rules
and regulations will not adversely affect our operations.

In order to explore for minerals on our mineral claim we must
submit the plan contained in this prospectus for review. We believe that the
plan as contained in this prospectus will be accepted and an exploration permit
will be issued to us or our agent. The exploration permit is the only permit or
license we will need to explore for precious and base minerals on the mineral
claim.

We will be required to obtain additional work permits from the
British Columbia Ministry of Energy and Mines for any exploration work that
results in a physical disturbance to the land. Accordingly, we may be required
to obtain a work permit if we proceed beyond the exploration work contemplated
by our proposed Phase II exploration program. There is a charge of approximately
$1,500 in order to obtain a work permit under the Mining Act. The time required
to obtain a work permit is approximately four weeks. We will incur the expense
of our consultants to prepare the required submissions to the Ministry of Energy
and Mines. We will be required by the Mining Act to undertake remediation work
on any work that results in physical disturbance to the land. The cost of
remediation work will vary according to the degree of physical disturbance. No
remediation work is anticipated as a result of completion of Phase II of the
exploration program.

As mentioned above, we will have to sustain the cost of
reclamation and environmental remediation for all exploration and other work
undertaken. The amount of reclamation and environmental remediation costs are
not known at this time as we do not know the extent of the exploration program
that will be undertaken beyond completion of the recommended exploration
program. Because there is presently no information on the size, tenor, or
quality of any mineral resource at this time, it is impossible to assess the
impact of any capital expenditures on earnings or our competitive position in
the event a potential mineral deposit is discovered.

Permits and regulations will control all aspects of any program
if the project continues to exploration stage because of the potential impact on
the environment. We may be required to conduct an environmental review process
under the British Columbia Environmental Assessment Act if we determine to
proceed with a substantial project.

Item 3. Legal Proceedings.

None

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

None.

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PART II

Item 5. Market for Common Equity and Related Stockholder
Matters.

Our Common stock is traded on the OTC Bulletin Board under the
Symbol "RBKR". We received approval for trading on December 8, 2005.

The following table reflects the high and low bid information
for our common stock obtained from Yahoo! Finance and reflects inter-dealer
prices, without retail mark-up, markdown or commission, and may not necessarily
represent actual transactions.

The high and low bid prices of our common stock for the periods
indicated below are as follows:

National Association of Securities
      Dealers OTC Bulletin BoardQuarter Ended(1)
    High
    LowApril 30, 2006
    $n/a
    $n/aApril 30, 2006
    $n/a
    $n/a


|(1) | Our common stock received approval for quotation on
      December 8, 2005. No trades have taken place since this
  date.
|--- | -------------------------------------------------------------------------------------------------------------------------

As of April 30, 2006, there were 46 holders of record of our
common stock. As of such date, 7,424,000 common shares were issued and
outstanding

Our common shares are issued in registered form. Empire Stock
Transfer Inc., 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, Nevada
89128-8351 (Telephone: 775.562.4091; Facsimile: 775.974.1444) is the registrar
and transfer agent for our common shares.

Dividend Policy

We have not paid any cash dividends on our common stock and
have no present intention of paying any dividends on the shares of our common
stock. Our current policy is to retain earnings, if any, for use in our
operations and in the development of our business. Our future dividend policy
will be determined from time to time by our board of directors.

Recent Sales of Unregistered Securities

During the year ended April 30, 2006, we did not issue any
equity securities that were not registered under the Securities Act of 1933.

Equity Compensation Plan Information

We currently do not have an equity compensation plan.

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

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Forward Looking Statements

The information in this discussion contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). These forward-looking statements involve risks and
uncertainties, including statements regarding the Company's capital needs,
business strategy and expectations. Any statements contained herein that are not
statements of historical facts may be deemed to be forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such
as "may", "will", "should", "expect", "plan", "intend", "anticipate", "hope",
"believe", "estimate", "predict", "potential" or "continue", the negative of
such terms or other comparable terminology. Actual events or results may differ
materially. In evaluating these statements, you should consider various factors,
including the risks outlined below, and, from time to time, in other reports the
Company files with the SEC. These factors may cause the Company's actual results
to differ materially from any forward-looking statement. The Company disclaims
any obligation to publicly update these statements, or disclose any difference
between its actual results and those reflected in these statements. The
information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.

Business Overview

We are a start-up, exploration company and must raise cash in
order to implement our business plan and remain in business.

Our continued existence and plans for future growth depend on
our ability to obtain the capital necessary to operate by issuance of additional
equity shares. We will require additional financing in order to meet our
anticipated operating expenses and for any new exploration projects.

Plan of Operations

Chemical analysis of samples collected during the spring of
2006 revealed low, or trace amounts, of mineralization on the property. Under
recommendation of the companys geologist, further exploration of the site was
not justified and therefore it was decided to abandon the claim.

The Companys plan of operation for the twelve months following
the date of this report is to identify and investigate new opportunities in the
mineral exploration field, which in the opinion of our geologist, offer
attractive mineral exploration opportunities. In parallel with its
investigations of new opportunities, it will attempt to secure additional
funding. The Company is unable to estimate at this time, the necessary funding
required to purchase and develop any new mineral claims that may be acquired
during the next twelve months, but will be able to determine that once an
opportunity has been identified.

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or
significant equipment during the next twelve-month period.

Personnel Plan

We do not anticipate hiring any employees during the next
twelve-month period.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are
  reasonably likely to have a current or future effect on our financial condition,
  changes in financial condition, revenues or expenses, results of operations,
  liquidity, capital expenditures or capital resources that is material to investors.

12

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Financial Condition, Liquidity and Capital Resources

Our principal capital resources have been through the issuance of common stock, although we may use shareholder loans, advances from related parties, or borrowing in the future.

At April 30, 2006, we had working capital deficit of $1,587, compared to working capital of $46,330 as at April 30, 2005.

At April 30, 2006, our total current assets were $1,370, which compared to total current assets of $48,744 as at April 30, 2005.

At April 30, 2006, our total current liabilities were $2,957, compared to total current liabilities of $2,414 as April 30, 2005.

For the year ended April 30, 2006, the Company's net loss for the period increased to $ 50,917 in 2006 from a loss of $ 7,290 in 2005. The Company has incurred losses during period from inception on February 9, 2005 to April 30, 2006of
$58,207. The principal components of the loss for the year ended April 30, 2006 were professional fees, exploration costs and expenses.

Operating expenses for the year ended April 30, 2006 were $50,908 compared to $7,474 as at April 30, 2005.

At April 30, 2006, we had a cash overdraft compared to cash on hand of $48,744 as at April 30, 2005.

Cash Requirements

We will require additional funds to implement our growth strategy in exploration operations. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our
shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.

Going Concern

Due to our being an exploration stage company and not having generated revenues, in their Notes to our financial statements for the year ended April 30, 2006, our independent auditors included an explanatory paragraph regarding concerns about our
ability to continue as a going concern.

We have historically incurred losses, and through April 30, 2006 have incurred losses of $58,207 from our inception. Because of these historical losses, we will require additional working capital to develop our business operations. We intend to
raise additional working capital through private placements, public offerings, bank financing and/or advances from related parties or shareholder loans.

The continuation of our business is dependent upon obtaining further financing and achieving a break even or profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity
interests of our current or future stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to either (1)
  achieve a level of revenues adequate to generate sufficient cash flow from operations;
  or (2) obtain additional financing through either private placements, public
  offerings and/or bank financing necessary to support our working capital requirements.
  To the extent that funds generated from operations and any private placements,
  public offerings and/or bank financing are insufficient, we will have to raise
  additional working capital. No assurance can be given that additional financing
  will be available, or if

13

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available, will be on terms acceptable to us. If adequate working capital is not available we may not increase our operations.

These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might be necessary should we be unable to continue as a going concern.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by managements application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions
involved with the following aspects of our financial statements is critical to an understanding of our financials.

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

General and Administration Expenses

General and Administration expenses are expensed to operations when incurred.

Translation of Foreign Currency

The functional currency and the reporting currency is the United States Dollar. Monetary assets and liabilities are translated at the current rate of exchange. The weighted average exchange rate for the period is used to translate revenue, expenses,
and gains or losses from the functional currency to the reporting currency.

The gain or loss on translation is reported as a separate component of stockholders' equity and is not recognized in net income. Gains or losses on re-measurement are recognized in current net income. Gains or losses from foreign currency
transactions are recognized in current net income.

Fixed assets are measured at historical exchange rates that existed at the time of the transaction. Depreciation is measured at historical exchange rates that existed at the time the underlying fixed asset was acquired. Capital accounts are
translated at their historical exchange rates when the capital stock is issued.

The effect of exchange rate changes on cash balances is reported in the statement of cash flows as a separate part of the reconciliation of change in cash and cash equivalents during the year.

Mining Properties and Exploration Costs

Exploration costs and costs of acquiring mineral properties are charged to operations in the year in which they are incurred, except where these costs relate to specific properties for which economically recoverable resources are estimated to exist,
in which case they are capitalized.

Mining properties are, upon commencement of production, amortized
  over the estimated life of the ore body to which they relate or are written
  off if the property is abandoned or if there is considered to be a permanent
  impairment in value.

14

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Investments in mining properties over which the company has significant influence but not joint control are accounted for using the equity method.

Site Restoration and Post Closure Cost

Expenditures related to ongoing environmental and reclamation activities are expensed, as incurred, unless previously accrued.

Provisions for future site restoration and reclamation and other post closure costs in respect of operating facilities are charged to operations over the estimated life of the operating facility, commencing when a reasonably definitive estimate of
the cost can be made.

Environment Remedial Liability

SOP 96-1 provides accounting guidance for environmental remedial liabilities. The Company does not own any properties that are subject to environmental remedial liabilities, and accordingly, management is not aware of any known environmental
remedial liabilities as at April 30, 2006.

Recently Issued Accounting Standards

SFAS 155, Accounting for Certain Hybrid Financial Instruments and SFAS 156, Accounting for Servicing of Financial Assets were recently issued. SFAS 155 and 156 have no current applicability to the Company and have no effect on the financial
statements.

In May 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections. This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the
requirements for the accounting for and reporting of a change in accounting principle.  This Statement applies to all voluntary changes in accounting principle.  It also applies to changes required by an accounting pronouncement in the unusual
instance that the pronouncement does not include specific transition provisions. SFAS 154 also requires that a change in depreciation, amortization or depletion method for long-lived, non-financial assets be accounted for as a change in accounting
estimate effected by a change in accounting principle. This Statement is effective in fiscal years beginning after December 15, 2005. The Company has not yet determined the effect of implementing this standard.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions
involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.

GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage with no operations, an accumulated deficit of $58,207 and a negative cash flow from operations of $56,577 from inception. This raises substantial
doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Companys ability to raise additional capital and implement its business plan.  The financial statements do
not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Subsequent to the year end, the president provided the Company
  with the funds needed for operating activities. Management believes that actions
  presently being taken to obtain additional funding and implement its strategic
  plans provide the opportunity for the Company to continue as a going concern.

15

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Item 7. Financial Statements.





RIVERBANK RESOURCES INC.(An Exploration Stage Company)FINANCIAL STATEMENTS 
  AS OF APRIL 30, 2006(AUDITED)





16

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RIVERBANK RESOURCES INC. (AN EXPLORATION STAGE COMPANY)

CONTENTS

REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
      1
      BALANCE
          SHEET AS OF APRIL 30, 2006PAGE
      2
      STATEMENTS
          OF OPERATIONS FOR THE YEAR ENDED APRIL 30, 2006, FOR THE PERIOD FROM
          FEBRUARY 9, 2005 (INCEPTION) TO APRIL 30, 2005 AND FOR THE PERIOD FROM
          FEBRUARY 9, 2005 (INCEPTION) TO APRIL 30, 2006PAGE
      3
      STATEMENT
          OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIENCY) FOR THE PERIOD
          FROM FEBRUARY 9, 2005 (INCEPTION) TO APRIL 30, 2006PAGE
      4
      STATEMENTS
          OF CASH FLOWS FOR THE YEAR ENDED APRIL 30, 2006, FOR THE PERIOD FROM
          FEBRUARY 9, 2005 (INCEPTION) TO APRIL 30, 2005 AND FOR THE PERIOD FROM
          FEBRUARY 9, 2005 (INCEPTION) TO APRIL 30, 2006PAGES
      5 - 8
      NOTES TO
          FINANCIAL STATEMENTS F-i


---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of: Riverbank Resources, Inc.
(An Exploration Stage Company)

We have audited the accompanying balance sheet of Riverbank
Resources, Inc. (an exploration stage company) as of April 30, 2006 and the
related statements of operations, changes in stockholders equity and cash flows
for the year ended April 30, 2006 and for the period from February 9, 2005
(inception) to April 30, 2005 and for the period from February 9, 2005
(inception) to April 30, 2006. These financial statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance 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
audit provides 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 Riverbank
Resources, Inc. (an exploration stage company) as of April 30, 2006 and the
results of its operations and its cash flows for the year ended April 30, 2006
and for the period from February 9, 2005 (inception) to April 30, 2005 and for
the period from February 9, 2005 (inception) to April 30, 2006, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
5 to the financial statements, the Company is in the exploration stage with no
operations and has a negative cash flow from operations of $56,577 from
inception. These factors raise substantial doubt about its ability to continue
as a going concern. Managements plans concerning this matter are also described
in Note 5. The accompanying financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



WEBB & COMPANY, P.A.

Boynton Beach, Florida 
  June 15, 2006

F-ii

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RIVERBANK RESOURCES INC.(AN EXPLORATION STAGE
COMPANY)BALANCE SHEETAS OF APRIL 30,
2006(Expressed in U.S. Dollars)

|ASSETS                                                                |  
|--------------------------------------------------------------------- | -
|CURRENT ASSETS                                                        |  
|Prepaid                                                               | $
|                                                                      |  
|TOTAL ASSETS                                                          | $
|                                                                      |  
|LIABILITIES &
      STOCKHOLDERS DEFICIENCY                          |  
|                                                                      |  
|CURRENT LIABILITIES                                                   |  
|Bank overdraft                                                        |  
|                                                                      |  
|TOTAL LIABILITIES                                                     |  
|                                                                      |  
|STOCKHOLDERS DEFICIENCY                                              |  
|Preferred stock, $0.001 par value,
      1,000,000 shares authorized, | $
|none issued and outstanding                                           |  
|Common stock, $0.001 par value,
      69,000,000 shares authorized,   |  
|7,424,000 shares issued and outstanding                               |  
|Additional paid in capital                                            |  
|Accumulated deficit during exploration stage                          |  
|Total
      Stockholders Deficiency                                  |  
|                                                                      |  
|TOTAL LIABILITIES AND STOCKHOLDERS
      DEFICIENCY                  | $

See accompanying notes to financial statements. 
  F-1

---

RIVERBANK RESOURCES **INC. (AN
EXPLORATION STAGE COMPANY) STATEMENTS OF OPERATIONS**(Expressed in U.S. Dollars)

|                                               |   |                |   |   | For the Period |   |   | For the Period |  
|---------------------------------------------- | - | -------------- | - | - | -------------- | - | - | -------------- | -
|                                               |   |                |   |   | From           |   |   | From           |  
|                                               |   |                |   |   | February 9,    |   |   | February 9,    |  
|                                               |   | For the Year   |   |   | 2005           |   |   | 2005           |  
|                                               |   | Ended          |   |   | (Inception) to |   |   | (Inception) to |  
|                                               |   | April 30, 2006 |   |   | April 30, 2005 |   |   | April 30, 2006 |  
|                                               |   |                |   |   |                |   |   |                |  
|OPERATING EXPENSES                             |   |                |   |   |                |   |   |                |  
|Exploration costs and expenses                 | $ | 25,000         |   | $ | 4,750          |   | $ | 29,750         |  
|Professional fees                              |   | 19,194         |   |   | 2,413          |   |   | 21,607         |  
|General and administrative                     |   | 187            |   |   | 111            |   |   | 298            |  
|Listing and filing                             |   | 3,248          |   |   | 200            |   |   | 3,448          |  
|Investor relations                             |   | 279            |   |   | -              |   |   | 279            |  
|Impairment of mineral rights                   |   | 3,000          |   |   | -              |   |   | 3,000          |  
|Total Operating Expenses                       |   | 50,908         |   |   | 7,474          |   |   | 58,382         |  
|                                               |   |                |   |   |                |   |   |                |  
|LOSS FROM OPERATIONS                           |   | (50,908        | ) |   | (7,474         | ) |   | (58,382        | )
|                                               |   |                |   |   |                |   |   |                |  
|OTHER EXPENSE                                  |   |                |   |   |                |   |   |                |  
|Foreign currency transaction gain
      (loss) |   | (9             | ) |   | 184            |   |   | 175            |  
|                                               |   |                |   |   |                |   |   |                |  
|Provision for Income Taxes                     |   | -              |   |   | -              |   |   | -              |  
|                                               |   |                |   |   |                |   |   |                |  
|NET LOSS                                       | $ | (50,917        | ) | $ | (7,290         | ) | $ | (58,207        | )
|                                               |   |                |   |   |                |   |   |                |  
|Net loss per share - basic and diluted         | $ | (0.01          | ) | $ | (0.01          | ) | $ | (0.01          | )
|                                               |   |                |   |   |                |   |   |                |  
|Weighted average number of shares              |   |                |   |   |                |   |   |                |  
|outstanding during the period                 |   |                |   |   |                |   |   |                |  
|basic and diluted                              |   | 7,424,000      |   |   | 1,351,550      |   |   | 6,332,324      |  

See accompanying notes to financial statements. 
  F-2

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RIVERBANKRESOURCESINC. (ANEXPLORATIONSTAGECOMPANY)STATEMENTOFSTOCKHOLDERSEQUITY(DEFICIENCY)FOR THE PERIODFROMFEBRUARY9, 2005 (INCEPTION)TO APRIL30, 2006(Expressedin U.S.Dollars)

|                                           |  |                 |  |   |              |  |   |           |  |   |             |  |   |            |  |   | Accumulated |   |   |         |  
|------------------------------------------ |  | --------------- |  | - | ------------ |  | - | --------- |  | - | ----------- |  | - | ---------- |  | - | ----------- | - | - | ------- | -
|                                           |  |                 |  |   |              |  |   |           |  |   |             |  |   |            |  |   | Deficit     |   |   |         |  
|                                           |  |                 |  |   |              |  |   |           |  |   |             |  |   | Additional |  |   | During      |   |   |         |  
|                                           |  | Preferred Stock |  |   | Common Stock |  |   | Paid-In   |  |   | Exploration |  |   |            | 
|                                           |  | Shares          |  |   | Amount       |  |   | Shares    |  |   | Amount      |  |   | Capital    |  |   | Stage       |   |   | Total   |  
|                                           |  |                 |  | $ |              |  | $ |           |  | $ |             |  | $ |            |  | $ |             |   | $ |         |  
|Common stock issued to founders for        |  |                 |  |   |              |  |   |           |  |   |             |  |   |            |  |   |             |   |   |         |  
|cash ($0.001 per share)                    |  |                 |  |   |              |  |   | 6,420,000 |  |   | 6,420       |  |   | -          |  |   | -           |   |   | 6,420   |  
|                                           |  |                 |  |   |              |  |   |           |  |   |             |  |   |            |  |   |             |   |   |         |  
|Common stock issued for cash               |  |                 |  |   |              |  |   |           |  |   |             |  |   |            |  |   |             |   |   |         |  
|($0.05 per share)                          |  |                 |  |   |              |  |   | 1,004,000 |  |   | 1,004       |  |   | 49,196     |  |   | -           |   |   | 50,200  |  
|                                           |  |                 |  |   |              |  |   |           |  |   |             |  |   |            |  |   |             |   |   |         |  
|Net loss for the period from February 9,   |  |                 |  |   |              |  |   |           |  |   |             |  |   |            |  |   |             |   |   |         |  
|2005 (inception) to April 30, 2005         |  |                 |  |   |              |  |   | -         |  |   | -           |  |   | -          |  |   | (7,290      | ) |   | (7,290  | )
|                                           |  |                 |  |   |              |  |   |           |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance April 30, 2005                     |  |                 |  |   |              |  |   | 7,424,000 |  |   | 7,424       |  |   | 49,196     |  |   | (7,290      | ) |   | 49,330  |  
|                                           |  |                 |  |   |              |  |   |           |  |   |             |  |   |            |  |   |             |   |   |         |  
|Net loss for the year ended April 30, 2006 |  |                 |  |   |              |  |   | -         |  |   | -           |  |   | -          |  |   | (50,917     | ) |   | (50,917 | )
|                                           |  |                 |  |   |              |  |   |           |  |   |             |  |   |            |  |   |             |   |   |         |  
|BALANCE, APRIL 30, 2006                    |  |                 |  | $ |              |  | $ | 7,424,000 |  | $ | 7,424       |  | $ | 49,196     |  | $ | (58,207     | ) | $ | (1,587  | )

See accompanying notes to financial statements. 
  F-3

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RIVERBANK RESOURCES INC. (AN EXPLORATION STAGE COMPANY)STATEMENTS OF CASH FLOWS(Expressed in U.S.
Dollars)

|                                                      |   |              |   |   | For the        |   |   | For the      |  
|----------------------------------------------------- | - | ------------ | - | - | -------------- | - | - | ------------ | -
|                                                      |   |              |   |   | Period From    |   |   | Period From  |  
|                                                      |   |              |   |   | February 9,    |   |   | February 9,  |  
|                                                      |   | For the Year |   |   | 2005           |   |   | 2005         |  
|                                                      |   | Ended        |   |   | (Inception) to |   |   | (Inception)  |  
|                                                      |   | April 30,    |   |   | April 30,      |   |   | to April 30, |  
|                                                      |   | 2006         |   |   | 2005           |   |   | 2006         |  
|                                                      |   |              |   |   |                |   |   |              |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                 |   |              |   |   |                |   |   |              |  
|Net loss                                              | $ | (50,917      | ) | $ | (7,290         | ) | $ | (58,207      | )
|Adjustments to reconcile net loss to net cash used in |   |              |   |   |                |   |   |              |  
|operating activities:                                 |   |              |   |   |                |   |   |              |  
|Impairment of mineral rights                          |   | 3,000        |   |   | -              |   |   | 3,000        |  
|Changes in operating assets and
      liabilities:    |   |              |   |   |                |   |   |              |  
|Prepaid                                               |   | (1,370       | ) |   | -              |   |   | (1,370       | )
|Accounts payable and
      accrued expenses           |   | (2,414       | ) |   | 2,414          |   |   | -            |  
|Net Cash Used In Operating Activities                 |   | (51,701      | ) |   | (4,876         | ) |   | (56,577      | )
|                                                      |   |              |   |   |                |   |   |              |  
|CASH FLOWS FROM INVESTING ACTIVITIES                  |   |              |   |   |                |   |   |              |  
|Purchase of mineral rights                            |   | -            |   |   | (3,000         | ) |   | (3,000       | )
|Net Cash Used In Investing Activities                 |   | -            |   |   | (3,000         | ) |   | (3,000       | )
|                                                      |   |              |   |   |                |   |   |              |  
|CASH FLOWS FROM FINANCING ACTIVITIES                  |   |              |   |   |                |   |   |              |  
|Bank overdraft                                        |   | 2,957        |   |   | -              |   |   | 2,957        |  
|Proceeds from issuance of common stock                |   | -            |   |   | 56,620         |   |   | 56,620       |  
|Net Cash Provided By Financing Activities             |   | 2,957        |   |   | 56,620         |   |   | 59,577       |  
|                                                      |   |              |   |   |                |   |   |              |  
|NET INCREASE (DECREASE) IN CASH                       |   | (48,744      | ) |   | 48,744         |   |   | -            |  
|                                                      |   |              |   |   |                |   |   |              |  
|CASH AND CASH EQUIVALENTS AT BEGINNING                |   |              |   |   |                |   |   |              |  
|OF PERIOD                                             |   | 48,744       |   |   | -              |   |   | -            |  
|                                                      |   |              |   |   |                |   |   |              |  
|CASH AND CASH EQUIVALENTS AT END OF                   |   |              |   |   |                |   |   |              |  
|PERIOD                                                | $ | -            |   | $ | 48,744         |   | $ | -            |  

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

|Cash paid for interest | $ | - |  | $ | - |  | $ | - | 
|---------------------- | - | - |  | - | - |  | - | - | 
|                       |   |   |  |   |   |  |   |   | 
|Cash paid for taxes    | $ | - |  | $ | - |  | $ | - | 

See accompanying notes to financial statements.
  F-4

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RIVERBANK RESOURCES INC. (AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTSAS OF APRIL 30, 2006(Expressed in U.S. Dollars)

|NOTE 1 | SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES AND ORGANIZATION
|------ | -----------------------------------------------------------------

(A) Organization and basis of
Presentation

Riverbank Resources Inc. (an
exploration stage company) (the Company) was incorporated under the laws of
the State of Nevada on February 9, 2005. The Company is a natural resource
exploration company with an objective of acquiring, exploring and if warranted
and feasible, developing natural resource properties. Activities during the
exploration stage include developing the business plan, raising capital and
searching for mineral properties. The Company is in the process of evaluating
its business operations and future opportunities.

To date, the Company has not earned
any revenues and is considered to be in the exploration stage.

(B) Use of Estimates

In preparing financial statements in
conformity with generally accepted accounting principles, management is required
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reported
period. Actual results could differ from those estimates.

(C) Cash and Cash Equivalents

For purposes of the cash flow
statements, the Company considers all highly liquid investments with original
maturities of three months or less at the time of purchase to be cash
equivalents.

(D) Mineral Interest

Pursuant to SFAS No. 141 and SFAS No.
142, as amended by EITF 04-02, mineral interest associated with other than owned
properties are classified as tangible assets. The Company had capitalized $3,000
related to the mineral rights acquired in 2005 and which were impaired of as of
April 30, 2006.

(E) Long-Lived Assets

The Company accounts for long-lived
assets under the Statements of Financial Accounting Standards Nos. 142 and 144
Accounting for Goodwill and Other Intangible Assets and Accounting for
Impairment or Disposal of Long-Lived Assets (SFAS No. 142 and 144). In
accordance with SFAS No. 142 and 144, long-lived assets, goodwill and certain
identifiable intangible assets held and used by the Company are reviewed for
impairment

F-5

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RIVERBANK RESOURCES INC. (AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS AS OF APRIL 30, 2006 
  (Expressed in U.S. Dollars)

whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. For purposes of evaluating the recoverability of long-lived assets,
goodwill and intangible assets, the recoverability test is performed using
undiscounted net cash flows related to the long-lived assets.

(F) Income Taxes

The Company accounts for income taxes
under the Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes (Statement 109). Under Statement 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the 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 apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. As of April 30, 2006, the Company has a net
operating loss carry forward of approximately $58,207 available to offset future
taxable income through 2026. The valuation allowance at April 30, 2006 was
$19,791. The net change in the valuation allowance for the period ended April
30, 2006 was an increase of $17,312.

(G) Loss Per Share

Basic and diluted net loss per common
share is computed based upon the weighted average common shares outstanding as
defined by Financial Accounting Standards No. 128, Earnings Per Share. As of
April 30, 2006 and 2005, there were no dilutive securities outstanding.

(H) Business Segments

The Company operates in one segment
and therefore segment information is not presented.

(I)Recent
  Accounting Pronouncements

SFAS 155, Accounting for Certain
Hybrid Financial Instruments and SFAS 156, Accounting for Servicing of Financial
Assets were recently issued. SFAS 155 and 156 have no current applicability to
the Company and have no effect on the financial statements.

In May 2005, the FASB issued SFAS 154,
Accounting Changes and Error Corrections. This Statement replaces APB Opinion
No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting
Changes in Interim Financial Statements, and changes the requirements for the
accounting for and reporting of a change in accounting principle. This

F-6

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RIVERBANK RESOURCES INC. (AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS AS OF APRIL 30, 2006

(Expressed in U.S. Dollars)Statement applies to all voluntary changes in
  accounting principle. It also applies to changes required by an accounting pronouncement
  in the unusual instance that the pronouncement does not include specific transition
  provisions. SFAS 154 also requires that a change in depreciation, amortization
  or depletion method for long-lived, non-financial assets be accounted for as
  a change in accounting estimate effected by a change in accounting principle.
  This Statement is effective in fiscal years beginning after December 15, 2005.
  The Company has not yet determined the effect of implementing this standard.

|NOTE 2 | ACQUISITION OF MINERAL RIGHTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | On April 26, 2005, the Company acquired the mining rights
      to two claims collectively known as the Big Mike Border Gold property
      located in the Skeeena Mining District of British Columbia, Canada, for a
      purchase price of $3,000. The Company received rights to all minerals
      contained in the Big Mike Border Gold property.                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | During the year ended April 30, 2006 the Company decided
      to discontinue exploration work on the Big Mike mineral project property
      and consequently the mineral rights were impaired 100%.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|NOTE 3 | STOCKHOLDERS EQUITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | During 2005, the Company issued 6,420,000 shares of
      common stock to its founders for cash of $6,420 ($0.001 per share).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | During 2005, the Company issued 1,004,000 shares of
      common stock for cash of $50,200 ($0.05 per share).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|NOTE 5 | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | As reflected in the accompanying financial statements,
      the Company is in the development stage with no operations, an accumulated
      deficit of $58,207 and a negative cash flow from operations of $56,577
      from inception. This raises substantial doubt about its ability to
      continue as a going concern. The ability of the Company to continue as a
      going concern is dependent on the Companys ability to raise additional
      capital and implement its business plan. The financial statements do not
      include any adjustments that might be necessary if the Company is unable
      to continue as a going concern.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Subsequent to the year end, the president provided the
      Company with the funds needed for operating activities. Management
      believes that actions presently being taken to obtain additional funding
      and implement its strategic plans provide the opportunity for the Company
      to continue as a going concern.                                                                                                                                                                                                                                                                                                                          

F-7

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RIVERBANK RESOURCES INC. (AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS AS OF APRIL 30, 2006 
  (Expressed in U.S. Dollars)

NOTE 6
    SUBSEQUENT EVENTDuring May 2006, the Company received $3,100 in advances
      from its President. The balance is non-interest bearing and due on demand.


F-8

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Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.

None.

Item 8A. Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, we have
carried out an evaluation of the effectiveness of the design and operation of
our company's disclosure controls and procedures as of the end of the period
covered by this annual report, being April 30, 2006. This evaluation was carried
out under the supervision and with the participation of our company's
management, including our company's president and chief financial officer. Based
upon that evaluation, our company's president and chief financial officer
concluded that our company's disclosure controls and procedures are effective as
at the end of the period covered by this report. There have been no changes in
our company's internal controls or in other factors, which could significantly
affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our company's reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our company's reports filed
under the Exchange Act is accumulated and communicated to management, including
our company's president and chief executive officer as appropriate, to allow
timely decisions regarding required disclosure.

PART III

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

Directors and Executive Officers, Promoters and Control Persons

As at July 24, 2006, our directors and executive officers,
their ages, positions held, and duration of such, are as follows:

Name
      Position Held with our Company
      Age
      Date First Elected or
      AppointedEarl Hope
    President and Chief Executive Officer
    66
    February 9, 2006Trevor Herbert
    Chief Financial Officer, Treasurer and
      Secretary
    41
    February 9, 2006L. J. (Lu) Manning
    Director
    78
    February 9, 2006


Business Experience

The following is a brief account of the education and business
  experience of each director and executive officer during at least the past five
  years, indicating each person's principal occupation during the period, and
  the name and principal business of the organization by which he was employed.

17

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Mr. Earl Hopehas acted as our President, Chief
Executive Officer and as a member of our Board of Directors since our
incorporation on February 9, 2005.. Mr. Hope has experience with private and
public traded companies. He spent 29 years as an Account Executive with several
national and international securities firms such as Midland Walwyn Inc., West
Coast Securities Ltd. and Canaccord Capital Inc. His duties and responsibilities
in these capacities included: customer service, initial public offerings and
market underwritings. Mr. Hope has completed the Canadian Securities Course, the
Series 62 US Corporate Securities Limited Representative License and Series 63
Uniform Securities and Agent State Law Exam. From January 2002 to February 2004,
Mr. Hope acted as a Director and Officer of Link Media Publishing Ltd. and acted
as director of Infinex Ventures Inc. from November 2000 to June 2004. Both are
US reporting Companies traded on the OTC Bulletin Board. Since February, 2005,
he has been acting as Director and Officer of Greenwind Power Corp., a US
non-reporting company involved in the development and marketing of wind
generated electrical energy.

Mr. Hope does not have any professional training or technical
credentials in the exploration, development and operation of mines.

Mr. Trevor Herbert has acted as our Chief
Financial Officer, secretary, Treasurer and as a member of our Board of
Directors since our incorporation on February 9, 2005. Mr. Herbert has been
involved in the business of restaurant and bar management for over eighteen
years. Mr. Herbert currently manages The Gramercy Grill located in Vancouver.
Other establishments he has managed includes The Sunset Grill Restaurant from
May 1999 to March 2001, Malones Sports Grill from July 1996 to September 1999
and Monk McQueens restaurant December 1994 to June 1996, all of which are based
in Vancouver.

Mr. Herbert does not have any professional training or
technical credentials in the exploration, development and operation of
mines.

Mr. Luard (LU) J. Manning has acted as a director since
our incorporation on February 9, 2005. Mr. Manning is a member of the Canadian
Institute of Mining and Metallurgy and of Life Member the British Columbia
Professional Engineers. Mr. Manning has over 50 years mining experience, the
last 37 of which has been as a mining consultant. He has experience in operating
underground mines, as well as small open pit mines. In addition, he has
supervised and critiqued engineering designs for both surface and underground
deposits with emphasis on the effects of design on operating economics. He has
work experience in Canada, Latin America, and the United States of America, and
has examined properties in England and Australia. He is presently a director of
Cusac Gold Mines Ltd., a Canadian reporting Company traded on the Toronto Stock
Exchange and director and officer of Tyhee Development Corp., FM Resources
Corp., Kimber Resources Inc., Nustar Resources Inc., LEH Ventures Ltd., Highbank
Resources Ltd., Verona

Committees of the Board

Audit Committee

Members of our board of directors serve as our Audit Committee.

Nominating Committee

Members of our board of directors serve as our Nominating
Committee which oversees the process by which individuals may be nominated to
our board of directors.

The current size of our board of directors does not facilitate
  the establishment of a separate committee. We hope to establish a separate Nominating
  Committee consisting of independent directors, if the number of our directors
  is expanded.

18

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Compensation Committee

We do not have a compensation committee.

Family Relationships

There are no family relationships between any director or
executive officer.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control
persons have been involved in any of the following events during the past five
years:

|1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that time;                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                               
|2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offences);                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                               
|3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his nvolvement in any type of business, securities or
      banking activities; or
|   |                                                                                                                                                                                                                                                                                                                               
|4. | being found by a court of competent jurisdiction (in a
      civil action), the Commission or the Commodity Futures Trading Commission
      to have violated a federal or state securities or commodities law, and the
      judgment has not been reversed, suspended, or vacated.                                          

Code of Ethics

Our board of directors have not yet established a Code of
Ethics and Business Conduct.

Audit Committee Financial Expert

Members of our board of directors has determined that it has
one member of its audit committee, Earl Hope, who qualifies as an audit
committee financial expert as defined in Item 401(e) of Regulation S-B,
however, Mr. Hope is not independent as the term is used in Item 7(d)(3)(iv)
of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. In
addition, we believe that retaining an independent director who would qualify as
an audit committee financial expert would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development
and the fact that we have not generated revenues to date.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive
  officers and directors, and persons who own more than 10% of our common stock,
  to file reports regarding ownership of, and transactions in, our securities
  with the Securities and Exchange Commission and to provide us with copies of
  those filings. Based solely on our review of the copies of such forms received
  by us, or written representations from certain reporting persons, we believe
  that

19

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during fiscal year ended April 30, 2006, all filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with.

Item 10. Executive Compensation.

The following table provides certain summary information
concerning the compensation earned by our President and each of our two other
most highly compensated executive officers whose aggregate salary and bonus for
the fiscal year ended April 30, 2006 was in excess of $100,000 (the Named
Executive Officers).

Name and Principal Position
      Fiscal Year Ended
      Annual Compensation
      Long Term Compensation
      **All Other** Compen- sationPay- outs **LTIP**Pay- outsAwards(1)**Salary**
      **Bonus**
      OtherAnnual Compen- **sation
        (2)**
      Securities
        **Underlying** Options/ SAR's
        Granted
      RestrictedStock AwardsEarl Hope 
        President
      2006 
        2005
      $Nil 
        $Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        NilTrevor Herbert 
        Chief Financial Officer
      2006 
        2005
      $Nil 
        $Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        NilLuard J. Manning 
        Director
      2006 
        2005
      $Nil 
        $Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil


Stock Options and Stock Appreciation Rights

From the date of inception and up to April 30, 2006, we did not
grant any stock options or stock appreciation rights to any of our directors or
officers and there were no stock options or stock appreciation rights
outstanding on April 30, 2006.

Compensation of Directors

We reimburse our Board of Directors for expenses incurred in
connection with attending board meetings. We have not paid any director's fees
or other cash compensation for services rendered as a director since our
inception to April 30, 2006.

We have no formal plan for compensating our directors for their
  service in their capacity as directors, although such directors are expected
  in the future to receive stock options to purchase common shares as awarded
  by our board of directors or (as to future stock options) a compensation committee
  which may be established. Directors are entitled to reimbursement for reasonable
  travel and other out-of-pocket expenses incurred in connection with attendance
  at meetings of our board of directors. Our board of directors may award special
  remuneration to any director undertaking any special services on our behalf
  other than services ordinarily required of a director. No director received
  and/or accrued any compensation for their services as a director, including
  committee participation and/or special assignments.

20

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Employment Contracts and Termination of Employment and
Change in Control Arrangements

We do not have any employment contracts and have not entered
into any termination contracts with any party and there has been no changes in
control arrangements with any party.

Item 11. Security Ownership of Certain Beneficial Owners and
Management.

As of April 30, 2006, there were 7,424,000 shares of our common
stock outstanding. The following table sets forth certain information known to
us with respect to the beneficial ownership of our common stock as of that date
by (i) each of our directors, (ii) each of our executive officers, and (iii) all
of our directors and executive officers as a group. Except as set forth in the
table below, there is no person known to us who beneficially owns more than 5%
of our common stock. The number of shares beneficially owned is determined under
rules of the SEC and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership includes
any shares as to which the individual has the sole or shared voting power or
investment power and any shares that the individual has the right to acquire
within 60 days of April 30, 2006 through the exercise of any stock option or
other right. Unless otherwise noted, we believe that each person has sole
investment and voting power (or shares such powers with his or her spouse) with
respect to the shares set forth in the following table):

Name and Address of Beneficial Owner
      Directors and Executive Officers
      Amount and Nature of 
        Beneficial Ownership
      Percent of ClassTrevor Herbert Box 12, Suite 902, 595
      Howe Street, Vancouver, BC V6C 2T5
    1,700,000
    22.89%Earl Hope Box 12, Suite 902, 595 Howe
      Street, Vancouver, BC V6C 2T5
    2,300,000
    30.98%All Officers and Directors as group of (2
      persons)
    4,000,000
    53.88%


Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change of control of our
company.

Item 12. Certain Relationships and Related Transactions.

None

21

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Item 13. Exhibits

Exhibits required by Item 601 of Regulation S-B

Exhibit Number Description

(3) (i) Articles of Incorporation; and (ii) Bylaws

|3.1 | Articles of Incorporation (incorporated by reference from
      our Form SB-2 Registration Statement, filed on March 24, 2005).
|--- | -------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                
|3.2 | Bylaws (incorporated by reference from our Form SB-2
      Registration Statement, filed on March 24, 2005).                   
|    |                                                                                                                                
|3.3 | Certificate of Change (incorporated by reference from our
      Current Report on Form 8-K, filed on March 24,
2006).          

(10) Material Contracts

|10.1 | Purchase and Sale Agreement dated October 22, 2004
      (incorporated by reference from our Amendment No. 1 on Form SB-2/A
      Registration Statement, filed on April 28, 2005).                                            
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                
|10.2 | Letter Agreement dated February 1, 2006 between our
      company and Nueva California S.A. and Primecap Resources Inc.
      (incorporated by reference from our Current Report on Form 8-K, filed on
      February 6, 2006).
|     |                                                                                                                                                                                                                                
|10.3 | Assignment Agreement dated February 28, 2006 between our
      company and Primecap Resources Inc. (incorporated by reference from our
      Current Report on Form 8-K, filed on March 10, 2006).                             
|     |                                                                                                                                                                                                                                
|10.4 | Amending Agreement dated March 15, 2006 between our
      company and Primecap Resources Inc. (incorporated by reference from our
      Current Report on Form 8-K, filed on March 20, 2006).                                  
|     |                                                                                                                                                                                                                                
|10.5 | Consulting Agreement dated April 1, 2006 between our
      company and James Sikora (incorporated by reference from our Current
      Report on Form 8-K, filed on April 20, 2006)                                             
|     |                                                                                                                                                                                                                                
|10.6 | Consulting Agreement dated April 1, 2006 between our
      company and Gordon Samson (incorporated by reference from our Current
      Report on Form 8-K, filed on April 20, 2006)                                            

**(31) Section 302 Certifications**

|31.1 | Certification of Principal Executive Officer
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|---- | ------------------------------------------------------------------------------------------------------------
|     |                                                                                                             
|31.2 | Certification of Principal Financial Officer
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

**(32) Section 906 Certifications**

|32.1 | Certification of Principal
        Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                      
|32.2 | Certification of Principal
        Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002

22

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Item 14. Principal Accountant Fees and Services

The following table sets forth the fees billed to the Company
  for professional services rendered by the Company's principal accountant, for
  the year ended April 30, 2006 and April 30, 2005:

Services
      2006
      2005Audit fees
      8,680
      3,239Audit related fees
      -
      -Tax fees
      -
      -All other fees
      -
      -Total fees
      8,680
      3,239


Audit Fees.Consist of fees billed for
  professional services rendered for the audits of our financial statements, reviews
  of our interim financial statements included in quarterly reports, services
  performed in connection with filings with the Securities & Exchange Commission
  and related comfort letters and other services that are normally provided by
  Webb & Company, P.A. for 2006 in connection with statutory and regulatory
  filings or engagements.

The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

The board of directors has considered the nature and amount
  of fees billed by Webb & Company, P.A. and believes that the provision of
  services for activities unrelated to the audit is compatible with maintaining
  Webb & Company, P.As independence.

23

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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.

RIVERBANK RESOURCES INC. By: /s/ Earl Hope Earl
Hope President and Director Principal Executive Officer Date: July
27, 2006.

By: /s/ Trevor HerbertTrevor Herbert Chief Financial
Officer and Director Principal Financial Officer Date: July 27,
2006.

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

By: /s/ Earl Hope Earl Hope President and Director
Principal Executive Officer Date: July 27, 2006.

By: /s/ Trevor Herbert 
  Trevor Herbert 
  Chief Financial Officer and Director 
  Date: July 27, 2006.

24

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