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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, DC 20549

FORM 10-QSB

x Quarterly Report
  pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended October 31,
2005.

 ̈ Transition Report
  pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period __________ to __________

Commission File Number 333-126680

RIVERBANK RESOURCES INC.(Exact name of small Business Issuer as specified in its charter)

|Nevada                                                | 20-2551275                       
|----------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of                       | (IRS Employer Identification No.)
|incorporation or organization)                        |                                  
|                                                      |                                  
|                                                      |                                  
|                                                      |                                  
|595 Howe Street, Suite 902, Box 12                    |                                  
|Vancouver, B.C.                                       | V6C 2T5                          
|(Address of principal executive offices)              | (Postal or Zip Code)             
|                                                      |                                  
|                                                      |                                  
|Issuers telephone number, including area
      code: | (604)-484-3701                   

_____________________________________________________(Former
name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the Securities Exchange Act 
  of 1934 during the preceding 12 months (or for such shorter period that the
  issuer was required to file such reports), a
  nd (2) has been subject to such filing requirements for the past 90 days x
  Yes  ̈ No

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

State the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date: 7,424,000
Shares of $0.001 par value Common Stock issued and outstanding as of November
30, 2005.

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**PART 1  FINANCIAL INFORMATION**

Item 1. Financial Statements

The accompanying unaudited financial statements have been prepared
  in accordance with the instructions to Form 10-QSB and Item 310 (b) of Regulation
  S-B, and, therefore, do not include all information and footnotes necessary
  for a complete presentation of financial position, results of operations, cash
  flows, and stockholders equity in conformity with generally accepted accounting
  principles. In the opinion of management, all adjustments considered necessary
  for a fair presentation of the results of operations and financial position
  have been included and all such adjustments are of a normal recurring nature.
  Operating results for the six months ended October 31, 2005 are not necessarily
  indicative of the results that can be expected for the year ending April 30,
  2006.

1

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RIVERBANK RESOURCES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  FINANCIAL STATEMENTSAS OF OCTOBER 31, 2005 
  (UNAUDITED)

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RIVERBANK RESOURCES INC. 
  (AN EXPLORATION STAGE COMPANY)

CONTENTS

|PAGE  | F-1       | BALANCE SHEET
        AS OF OCTOBER 31, 2005 (UNAUDITED)                                                                                                                        
|----- | --------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |           |                                                                                                                                                                                 
|PAGE  | F-2       | STATEMENT
        OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2005 AND
        FOR THE PERIOD FROM FEBRUARY 9, 2005 (INCEPTION) TO OCTOBER 31, 2005 (UNAUDITED)
|
|
|
|      |           |                                                                                                                                                                                 
|PAGE  | F-3       | STATEMENT
        OF CHANGES IN STOCKHOLDERS EQUITY FOR THE PERIOD FROM FEBRUARY 9,
        2005 (INCEPTION) TO OCTOBER 31, 2005 (UNAUDITED)                                   
|
|
|      |           |                                                                                                                                                                                 
|PAGE  | F-4       | STATEMENT
        OF CASH FLOWS FOR THE SIX MONTHS ENDED OCTOBER 31, 2005 AND FOR THE PERIOD
        FROM FEBRUARY 9, 2005 (INCEPTION) TO OCTOBER 31, 2005 (UNAUDITED)          
|
|
|      |           |                                                                                                                                                                                 
|PAGES | F-5 - F-7 | NOTES TO
        FINANCIAL STATEMENTS (UNAUDITED)                                                                                                                               

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RIVERBANK RESOURCES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  BALANCE SHEETAS OF OCTOBER 31, 2005(UNAUDITED)

|ASSETS                                                                            |  
|--------------------------------------------------------------------------------- | -
|                                                                                  |  
|CURRENT ASSETS                                                                    |  
|Cash                                                                              | $
|Prepaid                                                                           |  
|Total
      Current Assets                                                        |  
|                                                                                  |  
|MINERAL RIGHTS, NET                                                               |  
|                                                                                  |  
|TOTAL ASSETS                                                                      | $
|                                                                                  |  
|                                                                                  |  
|LIABILITIES AND STOCKHOLDERS
      EQUITY                                        |  
|                                                                                  |  
|CURRENT LIABILITIES                                                               |  
|Accounts payable and accrued expenses                                             | $
|                                                                                  |  
|TOTAL LIABILITIES                                                                 |  
|                                                                                  |  
|STOCKHOLDERS EQUITY                                                              |  
|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 Equity                                                        |  
|                                                                                  |  
|TOTAL LIABILITIES AND STOCKHOLDERS
      EQUITY                                  | $

See accompanying notes to financial statements. 
  F-1

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RIVERBANK RESOURCES INC. 
  (AN EXPLORATION STAGE COMPANY)STATEMENT OF OPERATIONS(UNAUDITED)

|                                         |   |               |   |   |              |   |   | For the Period |  
|---------------------------------------- | - | ------------- | - | - | ------------ | - | - | -------------- | -
|                                         |   |               |   |   |              |   |   | From           |  
|                                         |   |               |   |   |              |   |   | February 9,    |  
|                                         |   | For the Three |   |   | For the Six  |   |   | 2005           |  
|                                         |   | Months Ended  |   |   | Months Ended |   |   | (Inception) to |  
|                                         |   | October 31,   |   |   | October 31,  |   |   | October 31,    |  
|                                         |   | 2005          |   |   | 2005         |   |   | 2005           |  
|                                         |   |               |   |   |              |   |   |                |  
|OPERATING EXPENSES                       |   |               |   |   |              |   |   |                |  
|Professional fees                        | $ | 4,438         |   | $ | 7,452        |   | $ | 9,865          |  
|Exploration costs and expenses           |   | -             |   |   | -            |   |   | 4,750          |  
|General and administrative               |   | 3,050         |   |   | 6,140        |   |   | 6,251          |  
|Listing and filing                       |   | 1,805         |   |   | 2,712        |   |   | 2,912          |  
|Total
      Operating Expenses           |   | 9,293         |   |   | 16,304       |   |   | 23,778         |  
|                                         |   |               |   |   |              |   |   |                |  
|LOSS FROM OPERATIONS                     |   | (9,293        | ) |   | (16,304      | ) |   | (23,778        | )
|                                         |   |               |   |   |              |   |   |                |  
|OTHER EXPENSE                            |   |               |   |   |              |   |   |                |  
|Foreign currency transaction gain (loss) |   | -             |   |   | (9           | ) |   | 175            |  
|                                         |   |               |   |   |              |   |   |                |  
|Provision for Income Taxes               |   | -             |   |   | -            |   |   | -              |  
|                                         |   |               |   |   |              |   |   |                |  
|NET LOSS                                 | $ | (9,293        | ) | $ | (16,313      | ) | $ | (23,603        | )
|                                         |   |               |   |   |              |   |   |                |  
|Net loss per share - basic and diluted   | $ | (0.00         | ) | $ | (0.00        | ) | $ | (0.00          | )
|                                         |   |               |   |   |              |   |   |                |  
|Weighted average number of shares        |   |               |   |   |              |   |   |                |  
|outstanding during the period           |   |               |   |   |              |   |   |                |  
|basic and diluted                        |   | 7,424,000     |   |   | 7,424,000    |   |   | 5,580,061      |  

See accompanying notes to financial statements. 
  F-2

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RIVERBANK RESOURCES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  STATEMENT OF STOCKHOLDERS EQUITYFOR THE PERIOD FROM FEBRUARY 9, 2005 (INCEPTION) TO OCTOBER 30, 2005(UNAUDITED)

AccumulatedDeficitAdditional
      
      
      DuringCommon Stock
      
      
      Paid-In
      
      
      ExplorationShares
      
      
      Amount
      
      
      Capital
      
      
      Stage
      
      
      TotalCommon stock issued tofounders for cash($0.001 per share)
      
      6,420,000
      
      $
      6,420
      
      $
      -
      
      $
      -
      
      $
      6,420Common stock issued forcash ($0.05 per share)
      
      1,004,000
      
      
      1,004
      
      
      49,196
      
      
      -
      
      
      50,200Net loss for the period fromFebruary 9, 2005 (inception)to April 30, 2005
      
      -
      
      
      -
      
      
      -
      
      
      (7,290
      )
      
      (7,290
      )Balance April 30, 2005
      
      7,424,000
      
      
      7,424
      
      
      49,196
      
      
      (7,290
      )
      
      49,330Net loss for the six monthsended October 31, 2005
      
      -
      
      
      -
      
      
      -
      
      
      (16,313
      )
      
      (16,313
      )BALANCE,OCTOBER 31, 2005
      
      7,424,000
      
      $
      7,424
      
      $
      49,196
      
      $
      (23,603
      )
      $
      33,017


See accompanying notes to financial statements. 
  F-3

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RIVERBANK RESOURCES INC. 
  (AN EXPLORATION STAGE COMPANY)STATEMENTS OF CASH FLOWS(UNAUDITED)

|                                                                      |   |             |   |   | For the Period   |  
|--------------------------------------------------------------------- | - | ----------- | - | - | ---------------- | -
|                                                                      |   | For the Six |   |   | From             |  
|                                                                      |   | Months      |   |   | February 9, 2005 |  
|                                                                      |   | Ended       |   |   | (Inception) to   |  
|                                                                      |   | October 31, |   |   | October 31,      |  
|                                                                      |   | 2005        |   |   | 2005             |  
|                                                                      |   |             |   |   |                  |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                 |   |             |   |   |                  |  
|Net loss                                                              | $ | (16,313     | ) | $ | (23,603          | )
|Adjustments to reconcile
      net loss to net cash used in operating |   |             |   |   |                  |  
|activities:                                                           |   |             |   |   |                  |  
|Changes
      in operating assets and liabilities:                    |   |             |   |   |                  |  
|Prepaid                                                               |   | (1,370      | ) |   | (1,370           | )
|Accounts
      payable and accrued expenses                           |   | (2,122      | ) |   | 292              |  
|Net
      Cash Used In Operating Activities                           |   | (19,805     | ) |   | (24,681          | )
|                                                                      |   |             |   |   |                  |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                  |   |             |   |   |                  |  
|Purchase of mineral
      rights                                      |   | -           |   |   | (3,000           | )
|Net
      Cash Used In Investing Activities                           |   | -           |   |   | (3,000           | )
|                                                                      |   |             |   |   |                  |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                  |   |             |   |   |                  |  
|Proceeds from issuance
      of common stock                          |   | -           |   |   | 56,620           |  
|Net Cash Provided By Financing Activities                             |   | -           |   |   | 56,620           |  
|                                                                      |   |             |   |   |                  |  
|NET INCREASE (DECREASE) IN CASH                                       |   | (19,805     | ) |   | 28,939           |  
|                                                                      |   |             |   |   |                  |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                      |   | 48,744      |   |   | -                |  
|                                                                      |   |             |   |   |                  |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                            | $ | 28,939      |   | $ | 28,939           |  

See accompanying notes to financial statements. 
  F-4

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RIVERBANK RESOURCES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO FINANCIAL STATEMENTSAS OF OCTOBER 30, 2005(UNAUDITED)

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

(A) Basis of Presentation

The accompanying unaudited financial
  statements have been prepared in accordance with accounting principles generally
  accepted in the United States of America and the rules and regulations of the
  Securities and Exchange Commission for interim financial information. Accordingly,
  they do not include all the information necessary for a comprehensive presentation
  of financial position and results if operations.

It is managements opinion however,
  that all material adjustments (consisting of normal recurring adjustments) have
  been made which are necessary for a fair financial statements presentation.
  The results for the interim period are not necessarily indicative of the results
  to be expected for the year.

(B) Organization

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 development stage
  include developing the business plan and raising capital.

(C) 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.

(D) 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.

(E) 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. As of October 31, 2005, the Company
  had capitalized $3,000 related to the mineral rights. The mineral rights will
  be amortized using the units-of-production method when production at each project
  commences.

F-5

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RIVERBANK RESOURCES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO FINANCIAL STATEMENTSAS OF OCTOBER 30, 2005(UNAUDITED)

(F) 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 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.

(G) 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.

(H) 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 October 31, 2005, there were no dilutive securities outstanding.

(I) Business Segments

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

(J) Recent Accounting Pronouncements

Statement of Financial Accounting Standards
  (SFAS) No. 151, Inventory Costs  an amendment of ARB
  No. 43, Chapter 4 SFAS No. 152, Accounting for Real Estate
  Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67,
  SFAS No. 153, Exchanges of Non-monetary Assets  an amendment of
  APB Opinion No. 29, and SFAS No. 123 (revised 2004), Share-Based
  Payment, were recently issued.

F-6

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RIVERBANK RESOURCES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO FINANCIAL STATEMENTSAS OF OCTOBER 30, 2005(UNAUDITED)

SFAS No. 151, 152, 153 and 123 (revised
  2004) have no current applicability to the Company and have no effect on the
  financial statements.

|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.

|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 4 | GOING CONCERN
|------ | -------------

As reflected in the accompanying financial
  statements, the Company is in the exploration stage with no operations and has
  a negative cash flow from operations of $24,681 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.

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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Item 2. Managements Discussions and Analysis or Plan of
Operation

Forward-Looking Statements

This Form 10-QSB includes -" forward-looking statements" within
the meaning of the "safe-harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Such statements are based on management's current
expectations and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements.

All statements other than historical facts included in this
Form, including without limitation, statements under "Plan of Operation",
regarding the Company's financial position, business strategy, and plans and
objectives of management of the Company for the future operations, are
forward-looking statements.

Although the Company believes that the expectations reflected
in such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the Company's expectations
include, but are not limited to, market conditions, competition and the ability
to successfully complete financing.

Riverbank Resources Inc. ("the Company", we, us) was
incorporated in the state of Nevada on February 9, 2005. On April 26, 2005, the
Company entered into a Purchase and Sale Agreement with Gudmund Lovang, an
individual residing in 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 known as the Big Mike mineral
property. We acquired this interest in the Big Mike property by paying $3,000 to
Mr. Lovang.

Description, Location, Access and Mineralization

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.

The property consists of 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. These conditions can make footing difficult.

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.

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. The south
adit is some 850 feet south of the main adit. Both adits are underlain with
various metaphoric and volcanic rocks.

As of October 31, 2005 the Company had total assets of $ 33,309
  consisting of $ 28,939 cash, $ 1,370 in prepaid expenses and net mineral rights
  of $ 3,000. This represents the Companys present and only sources of liquidity.
  The Companys liabilities at October 31, 2005 totaled $ 292 consisting
  of accounts payables and accrued liabilities.

2

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For the three months period ending October 31, 2005 the Company
  generated no revenues and has incurred total operating expenses of $ 9,293 consisting
  of $ 4,438 in professional fees, $ 3,050 in general and administrative expenses
  and $ 1,805 in listing and filing fees.

For the six months period ending October 31, 2005 the Company
generated no revenues and has incurred total operating expenses of $ 16,304
consisting of $ 7,452 in professional fees, $ 6,140 in general and
administrative fees and $ 2,712 in listing and filing fees,. In addition the
company incurred a $ 9 in foreign currency transactions loss for a total
comprehensive net loss for the period of $ 16,313.

The on-going negative cash flow from operations raises
substantial doubt about the Companys 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 Company has not realized any revenues since inception, and
for the six month period ended October 31, 2005, and it is presently operating
at an ongoing deficit. The Company does not anticipate earning revenues unless
it enters into commercial production on the Big Mike property. The company is
presently conducting the recommended Phase one exploration program on the claims
but can provide no assurance that it will discover economic mineralization on
the property, or if such minerals are discovered, that it will enter into
commercial production.

While the Company has sufficient funds to complete the
recommended phase one exploration program on the Big Mike property, it will
require additional funding in order to cover the anticipated professional fees
and general administrative expenses and to proceed with the proposed phase two
of the geological surveys on the property. The Company anticipates that
additional funding will be required in the form of equity financing from the
sale of the companys common stock. However the Company cannot provide investors
with any assurance that it will be able to raise sufficient funding from the
sale of its common stock to fund the subsequent phase two of the exploration
program. The Company believes that debt financing will not be an alternative for
funding the complete exploration program. The Company does not have any
arrangements in place for any future equity financings.

The Companys plan of operation for the twelve months following
the date of this report is to complete the recommended phase one exploration
programs on the Big Mike property consisting of Trenching and stripping open cut
extension, Clear and rehabilitate main adit portal and Stake additional mineral
claims. The Company anticipates that the phase one program will cost
approximately $25,300.

To date, the Company has only sufficient funds to cover the
costs to complete phase one of the exploration program.

The Company has commenced the phase one exploration program on
the Big Mike property in the month of October 2005. It is anticipated that the
program will be completed by mid December 2005. A consulting geologist will be
retained to review the work carried out on the property during the phase one of
the exploration program and, to review, all past exploration data relating to
the property. Based on his analysis of the information, he will make further
recommendations on work to be undertaken on the property to further explore the
property for the presence of significant mineralization.

The Company anticipates incurring approximately $40,000 for
administrative expenses including accounting and audit costs ($10,000) legal
fees ($10,000), rent and office costs ($5,000), computer costs ($5,000),
telephone costs ($2,000), Edgar filings ($2,000) and general administrative
costs ($6,000) over the next 12 months.

On July 18 2005, the Company filed an SB2 Registration Statement
  with The Security and Exchange Commission of the United States (SEC) in order
  to gain a reporting Status in the United States and in order to register its
  common stock. On September 20, 2005, the company received its effective status
  with the SEC becoming a fully reporting company in the United States.

3

---

The Company has retained a market maker to sponsor a 15c211 application with the National Association of Securities Dealers (NASD) in order to have its common shares posted for trading on the NASD Over the Counter Bulletin Board (OTC BB) upon
approval of this application.

CRITICAL ACCOUNTING POLICIES

We have identified the policies outlined below as critical to our business operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is
specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is
discussed throughout Management's Plan of Operations where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported
amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results
will not differ from those estimates.

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 mineral rights will be amortized using the units-of-production method when
production at each project commences.

Going Concern

As reflected in the accompanying financial statements, the Company is in the exploration stage with no operations and has a negative cash flow from operations of $24,681 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.

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.

We currently do not have enough cash to satisfy our minimum cash requirements for the next twelve months. In addition, we will require additional funds to expand operations and for further exploration.

As reflected in the accompanying financial statements, we are in the exploration stage with limited operations. This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent
on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Recent Accounting Pronouncements

Statement of Financial Accounting Standards (SFAS) No. 151, Inventory Costs  an amendment of ARB No. 43, Chapter 4 SFAS No. 152, Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB
Statements No. 66 and 67, SFAS No. 153, Exchanges of Non-monetary Assets  an amendment of APB Opinion No. 29, and SFAS No. 123 (revised 2004), Share-Based Payment, were recently issued. SFAS No. 151, 152, 153 and
123 (revised 2004) have no current applicability to the Company and have no effect on the financial statements.

Item 3. Controls and Procedures

Our management, which includes our Chief Executive Officer
  and our principal financial officer, have conducted an evaluation of the effectiveness
  of our disclosure controls and procedures (as defined in Rule 13a-14(c) promulgated

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under the Securities and Exchange Act of 1934, as amended) as
of a date (the "Evaluation Date") as of the end of the period covered by this
report. Based upon that evaluation, our management has concluded that our
disclosure controls and procedures are effective for timely gathering, analyzing
and disclosing the information we are required to disclose in our reports filed
under the Securities Exchange Act of 1934, as amended. There have been no
significant changes made in our internal controls or in other factors that could
significantly affect our internal controls subsequent to the end of the period
covered by this report based on such evaluation.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not a party to any pending legal proceeding.
Management is not aware of any threatened litigation, claims or assessments.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

None

Item 6. Exhibits and Report on Form 8-K

|31.1 | Certification of Chief Executive
        Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                   
|31.2 | Certification of Chief Accounting
        Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002                                                      
|     |                                                                                                                                                                   
|32.1 | Certification of Chief 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 Chief Accounting
        Officer pursuant to U. S. C. section 1350, as adopted pursuant to section
        906 of the Sarbanes-Oxley act of 2002.

There were no reports filed on form 8K during the six months
  ending October 31, 2005.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Riverbank Resources Inc.

/s/ Earl HopeEarl Hope, Director 
  Date: December 6, 2005.

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