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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 January 31, 2006.

** ̈**
  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), and (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: 7,424,000Shares of $0.001 par value Common Stock issued and outstanding as of
February 28, 2006.

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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 nine months ended January 31, 2006 are not necessarily
  indicative of the results that can be expected for the year ending April 30,
  2006.

2

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RIVERBANK RESOURCES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  FINANCIAL STATEMENTSAS OF JANUARY 31, 2006 
  (UNAUDITED)

3

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**RIVERBANK RESOURCES INC. 
  (AN EXPLORATION STAGE COMPANY)**

**CONTENTS**

|PAGE  | 1     | BALANCE SHEET AS OF JANUARY
        31, 2006 (UNAUDITED)                                                                                                                         
|----- | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |       |                                                                                                                                                                                  
|PAGE  | 2     | STATEMENT OF
        OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2006 AND FOR
        THE PERIOD FROM FEBRUARY 9, 2005 (INCEPTION) TO JANUARY 31, 2006 (UNAUDITED)
|
|
|
|      |       |                                                                                                                                                                                  
|PAGE  | 3     | STATEMENT OF
        CHANGES IN STOCKHOLDERS EQUITY FOR THE PERIOD FROM FEBRUARY 9, 2005
        (INCEPTION) TO JANUARY 31, 2006 (UNAUDITED)                                    
|
|
|      |       |                                                                                                                                                                                  
|PAGE  | 4     | STATEMENT OF
        CASH FLOWS FOR THE NINE MONTHS ENDED JANUARY 31, 2006 AND FOR THE PERIOD
        FROM FEBRUARY 9, 2005 (INCEPTION) TO JANUARY 31, 2006 (UNAUDITED)          
|
|
|      |       |                                                                                                                                                                                  
|PAGES | 5 - 7 | NOTES TO FINANCIAL STATEMENTS
        (UNAUDITED)                                                                                                                                

4

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**RIVERBANK RESOURCES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  BALANCE SHEETAS OF JANUARY 31, 2006
  (UNAUDITED)**

|**ASSETS**                                                                       
|---------------------------------------------------------------------------------
|                                                                                 
|**CURRENT ASSETS**                                                               
|Cash                                                                             
|Prepaid                                                                          
|Total
      Current Assets                                                       
|                                                                                 
|**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.

5

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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 Nine |   |   | 2005           |  
|                                               |   | Months Ended  |   |   | Months Ended |   |   | (Inception) to |  
|                                               |   | January 31,   |   |   | January 31,  |   |   | January 31,    |  
|                                               |   | 2006          |   |   | 2006         |   |   | 2006           |  
|                                               |   |               |   |   |              |   |   |                |  
|OPERATING EXPENSES                             |   |               |   |   |              |   |   |                |  
|Exploration
      costs and expenses           | $ | 25,000        |   | $ | 25,000       |   | $ | 29,750         |  
|Professional fees                              |   | 3,316         |   |   | 10,768       |   |   | 13,181         |  
|General
      and administrative               |   | 306           |   |   | 6,446        |   |   | 6,557          |  
|Listing and filing                             |   | 225           |   |   | 2,937        |   |   | 3,137          |  
|Impairment
      of mineral rights             |   | 3,000         |   |   | 3,000        |   |   | 3,000          |  
|Total
      Operating Expenses                 |   | 31,847        |   |   | 48,151       |   |   | 55,625         |  
|                                               |   |               |   |   |              |   |   |                |  
|LOSS FROM OPERATIONS                           |   | (31,847       | ) |   | (48,151      | ) |   | (55,625        | )
|                                               |   |               |   |   |              |   |   |                |  
|OTHER EXPENSE                                  |   |               |   |   |              |   |   |                |  
|Foreign
      currency transaction gain (loss) |   | -             |   |   | (9           | ) |   | 175            |  
|                                               |   |               |   |   |              |   |   |                |  
|Provision for Income Taxes                     |   | -             |   |   | -            |   |   | -              |  
|                                               |   |               |   |   |              |   |   |                |  
|NET LOSS                                       | $ | (31,847       | ) | $ | (48,160      | ) | $ | (55,450        | )
|                                               |   |               |   |   |              |   |   |                |  
|Net loss per share - basic and diluted         | $ | (0.00         | ) | $ | (0.01        | ) | $ | (0.01          | )
|                                               |   |               |   |   |              |   |   |                |  
|Weighted average number of shares              |   |               |   |   |              |   |   |                |  
|outstanding during the period                 |   |               |   |   |              |   |   |                |  
|basic
      and diluted                        |   | 7,424,000     |   |   | 7,424,000    |   |   | 7,375,531      |  

See accompanying notes to financial statements.

6

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RIVERBANK RESOURCES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  STATEMENT OF STOCKHOLDERS EQUITYFOR THE PERIOD FROM FEBRUARY 9, 2005 (INCEPTION) TO JANUARY 31, 2006(UNAUDITED)

|                                       |  |              |  |   |         |  |   |             |  |   | Accumulated |   |   |         |  
|-------------------------------------- |  | ------------ |  | - | ------- |  | - | ----------- |  | - | ----------- | - | - | ------- | -
|                                       |  |              |  |   |         |  |   |             |  |   | Deficit     |   |   |         |  
|                                       |  |              |  |   |         |  |   | Additional  |  |   | During      |   |   |         |  
|                                       |  | Common Stock |  |   | Paid-In |  |   | Exploration |  |   |             |  
|                                       |  | 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 nine months           |  |              |  |   |         |  |   |             |  |   |             |   |   |         |  
|ended
      January 31, 2006           |  | -            |  |   | -       |  |   | -           |  |   | (48,160     | ) |   | (48,160 | )
|                                       |  |              |  |   |         |  |   |             |  |   |             |   |   |         |  
|**BALANCE,
      JANUARY 31,****2006** |  | 7,424,000    |  | $ | 7,424   |  | $ | 49,196      |  | $ | (55,450     | ) | $ | 1,170   |  

See accompanying notes to financial statements.

7

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

|                                                                      |   |              |   |   | For the Period   |  
|--------------------------------------------------------------------- | - | ------------ | - | - | ---------------- | -
|                                                                      |   | For the Nine |   |   | From             |  
|                                                                      |   | months Ended |   |   | February 9, 2005 |  
|                                                                      |   | January 31,  |   |   | (Inception) to   |  
|                                                                      |   | 2006         |   |   | January 31, 2006 |  
|                                                                      |   |              |   |   |                  |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                 |   |              |   |   |                  |  
|Net loss                                                              | $ | (48,160      | ) | $ | (55,450          | )
|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                           |   | 144          |   |   | 2,558            |  
|Net Cash Used In Operating Activities                                 |   | (46,386      | ) |   | (51,262          | )
|                                                                      |   |              |   |   |                  |  
|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                                       |   | (46,386      | ) |   | 2,358            |  
|                                                                      |   |              |   |   |                  |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                      |   | 48,744       |   |   | -                |  
|                                                                      |   |              |   |   |                  |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                            | $ | 2,358        |   | $ | 2,358            |  



8

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RIVERBANK RESOURCES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO FINANCIAL STATEMENTSAS OF JANUARY 31, 2006(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. The Company
  had capitalized $3,000 related to the mineral rights which was impaired of as
  of January 31, 2006.

9

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RIVERBANK RESOURCES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO FINANCIAL STATEMENTSAS OF JANUARY 31, 2006(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 January 31, 2006, 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.

10

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RIVERBANK RESOURCES INC. 
  (AN EXPLORATION STAGE COMPANY) 
  NOTES TO FINANCIAL STATEMENTSAS OF JANUARY 31, 2006(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.                                                                                                                                                                                                                                                                                
|
|
|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | During
        the nine months ended January 31, 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 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 $51,262 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.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
|

11

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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 of Property, 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. 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.

12

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As of January 31, 2006 the Company had total assets of $ 3,728 consisting of $ 2,358 cash and $ 1,370 in prepaid expenses. This represents the Companys present and only sources of liquidity.

The Companys liabilities at January 31, 2006 totaled $ 2,558 consisting of accounts payables and accrued liabilities.

For the three month period ending January 31, 2006 the Company generated no revenues and has incurred total operating expenses of $ 31,847 consisting of $ 25,000 in exploration costs and expenses, $ 3,316 in professional fees, $ 306
in general and administrative expenses, $ 225 in listing and filing fees and $ 3,000 in mineral rights impairment.

For the nine months period ending January 31, 2006 the Company generated no revenues and has incurred total operating expenses of $ 48,151 consisting of $ 25,000 in exploration costs and expenses, $ 10,768 in professional fees, $
6,446 in general and administrative fees and $ 2,937 in listing and filing fees and $ 3,000 in mineral rights impairment. In addition the company incurred $ 9 in foreign currency transactions loss for a total net loss for the period of
$ 48,160.

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 nine month period ended January 31, 2006, and it is presently operating at an ongoing deficit. The Company does not anticipate earning revenues from commercial production on the
Big Mike property.

During the three month period ended January 31, 2006, the company completed the recommended Phase one exploration program on the claims. 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, William G. Timmins, P. Eng., 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.

The Company will require additional funding in order to cover the anticipated professional fees and general administrative expenses and to proceed with the anticipated investigation to identify and purchase new mineral properties worthy of
exploration or any other business opportunities that may become available to the company. 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 purchase and the development of any future projects. The Company believes that debt financing will not
be an alternative for funding future corporate programs. 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 initiate an investigation to identify
  new opportunities in the mineral exploration field and opportunities that may
  be made available in other industries. It will also attempt to secure the necessary
  funding required to finance the purchase and development of the assets that
  may be purchased during the next twelve months. The Company is unable to estimate,
  at this time, the necessary funding required to purchase and develop any new
  assets that may be acquired in the next twelve months. It will only be able
  to make that determination once any assets are acquired.

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Presently the company does not have the necessary cash to support its business operation for the next twelve months. Unless the company raises the necessary capital to implement its business plan during the next twelve months, it will be unable to
support its operations and it will be forced to scale down or perhaps even cease its business operation.

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.

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. The company has received this approval and, as of December 8, 2005, the common shares of its capital stock have been posted and quoted for trading on the NASD, OTC BB under the trading symbol RVBK.

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 $55,450 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.

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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 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

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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.
|     |                                                                                                                                                                   
|99.1 | Press Release dated March
        6, 2006.                                                                                                                        

There were no reports filed on form 8K during the three months
  ending January 31, 2006.

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: March 6, 2006.  | 

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