5
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                           FORM 10-QSB

(Mark One)

[X]  Quarterly report under Section 13 or 15(d) of the Securities
   Exchange Act of 1934 for the quarterly period ended June 30,
   2000.

[    ] Transition report under Section 13 or 15(d) of the
   Securities  Exchange Act of 1934 for the transition period
   from ------------ to --------------


     Commission file number:  000-29151


                    RED BUTTE FINANCIAL, INC.
             --------------------------------------
(Exact name of small business issuer as specified in its charter)



            Wyoming                         86-0970120
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
incorporation or organization)




           5505 N. Indian Trail, Tucson, Arizona 85750
           ------------------------------------------
       (Address of principal executive office) (Zip Code)


                         (520) 577-1516
                     ----------------------
                   (Issuer's telephone number)


      Check whether the issuer: (1) filed all reports required to
be  filed by Section 13 or 15(d) of the Exchange  Act during  the
past  12  months (or for such shorter period that the  registrant
was  required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.

                    Yes XX                   No
                      -----                    -----

      The  number  of  outstanding shares of the issuer's  common
stock, $0.001 par value, as of June 30, 2000 was 1,000,000.



PAGE 1



                        TABLE OF CONTENTS

                 PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS........................................3

     Condensed Balance Sheets as of December 31, 1999
          and June 30, 2000..........................................5

     Condensed Statements of Operations
          for the Three and Six Month Periods Ended
          June 30, 2000 and 1999.....................................6

     Condensed Statements of Cash Flows
          for the Six Month Periods Ended
          June 30, 2000 and 1999.....................................7

     Notes to Unaudited Condensed Financial Statements...............9


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.......................10


                   PART II - OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS............................................12

ITEM 2 CHANGES IN SECURITIES........................................12

ITEM 5 OTHER INFORMATION............................................12


INDEX TO EXHIBITS...................................................13





         [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]



PAGE 2


                             PART I



ITEM 1.  FINANCIAL STATEMENTS

      As  used  herein, the term "Company" refers  to  Red  Butte
Financial, Inc., a Wyoming corporation, and its subsidiaries  and
predecessors  unless  otherwise indicated.  Unaudited,  condensed
interim  financial statements including a balance sheet  for  the
Company  as of the quarter ended June 30, 2000 and statements  of
operations,  statements of shareholders equity and statements  of
cash  flows for the interim period up to the date of such balance
sheet and the comparable period of the preceding year.



         [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]





PAGE 3



                 INDEPENDENT ACCOUNTANTS' REPORT





Red Butte Financial, Inc.
(A Development Stage Company)



      We  have  reviewed the accompanying balance sheets  of  Red
Butte  Financial, Inc. (a development stage company) as  of  June
30,  2000  and  December 31, 1999, and the related statements  of
operations  for  the three and six month periods ended  June  30,
2000  and  1999, and cash flows for the six month  periods  ended
June  30,  2000  and  1999.  These financial statements  are  the
responsibility of the Company's management.

      We  conducted  our  review  in  accordance  with  standards
established  by  the  American  Institute  of  Certified   Public
Accountants.  A review of interim financial information  consists
principally  of applying analytical procedures to financial  data
and  making  inquiries of persons responsible for  financial  and
accounting  matters.  It is substantially less in scope  than  an
audit  conducted  in accordance with generally accepted  auditing
standards, the objective of which is the expression of an opinion
regarding the financial statement taken as a whole.  Accordingly,
we do not express such an opinion.

      Based  on  our  review, we are not aware  of  any  material
modifications  that should be made to the accompanying  financial
statements  for them to be in conformity with generally  accepted
accounting principles.

                              Respectfully submitted



                              /s/ Robison, Hill & Co.
                              -----------------------
                              Certified Public Accountants


Salt Lake City, Utah
August 9, 2000




PAGE 4


                    RED BUTTE FINANCIAL, INC.
                  (A Development Stage Company)
                         BALANCE SHEETS


                                              June 30,       December 31,
                                                2000            1999
                                           ------------      ------------
ASSETS:                                    $         -       $         -
                                           ============      ============

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable                           $       250       $         -
                                           ============      ============
     Total Liabilities

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 1,000,000 Shares at
    June 30, 2000 and
    December 31, 1999                            1,000             1,000
  Paid-In Capital                                2,330                75
  Retained Deficit                              (1,075)           (1,075)
  Deficit Accumulated During the
    Development Stage                           (2,505)              (25)
                                           ------------      ------------
     Total Stockholders' Equity                   (250)                -
                                           ------------      ------------
     Total Liabilities and
       Stockholders' Equity                $         -       $         -
                                           ============      ============
















         See accompanying notes and accountants' report.



PAGE 5


                    RED BUTTE FINANCIAL, INC.
                  (A Development Stage Company)
                    STATEMENTS OF OPERATIONS


                                                                Cumulative
                                                                   since
                       For the Three         For the Six         October 20,
                       Months Ended          Months Ended     1999 Inception of
                       June 30,              June 30,         Development Stage
                      -----------------     ----------------  -----------------
                      2000      1999        2000      1999
                      ----      ----        ----      ----
Revenues              $     -   $     -     $     -   $    -        $     -
                      -------   -------     -------   ------        -------
Expenses
   General and
   Administrative       1,550         -       2,480        -          2,505

       Net Loss       $(1,550)  $     -     $(2,480)  $    -        $(2,505)
                      ========  =======     ========  ======        ========

Basic & Diluted
 loss per share       $     -   $     -     $     -   $    -
                      =======   =======     =======   =======




















         See accompanying notes and accountants' report.



PAGE 6


                    RED BUTTE FINANCIAL, INC.
                  (A Development Stage Company)
                    STATEMENTS OF CASH FLOWS

                                                       Cumulative
                                                         Since October
                                 For the six months    20, 1999
                                 ended June 30,        Inception of
                                 ------------------    Development
                                 2000          1999    Stage
                                 ----          ----    -------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss                         $(2,480)    $    -     $ (2,505)
Increase (Decrease) in
Accounts Payable                     250          -         (175)
                                 -------     ------     ---------
  Net Cash Used in operating
  activities                      (2,230)         -       (2,330)
                                 --------    ------     ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing
activities                              -         -            -
                                 --------    ------      --------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by
 shareholder                       2,230           -       2,330
                                 --------    -------     --------
Net Cash Provided by
  Financing Activities             2,230           -       2,330
                                 --------    -------     --------
Net (Decrease) Increase in
  Cash and Cash Equivalents             -           -          -
Cash and Cash Equivalents
  at Beginning of Period                -           -          -
                                 --------    --------    --------
Cash and Cash Equivalents
  at End of Period               $      -    $      -    $     -
                                 ========    ========    ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                      $       -    $      -    $     -
  Franchise and income taxes    $       -    $      -    $   100


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: None








         See accompanying notes and accountants' report.



PAGE 7


                    RED BUTTE FINANCIAL, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999


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

     This summary of accounting policies for Red Butte Financial,
Inc.  is  presented  to  assist  in understanding  the  Company's
financial   statements.   The  accounting  policies  conform   to
generally   accepted   accounting  principles   and   have   been
consistently   applied  in  the  preparation  of  the   financial
statements.

      The unaudited financial statements as of June 30, 2000  and
for  the  three and six months then ended reflect, in the opinion
of   management,  all  adjustments  (which  include  only  normal
recurring  adjustments) necessary to fairly state  the  financial
position and results of operations for the three and six  months.
Operating   results  for  interim  periods  are  not  necessarily
indicative of the results which can be expected for full years.

Organization and Basis of Presentation
--------------------------------------

      The Company was incorporated under the laws of the State of
Wyoming  on  May  7,  1996.   The Company  ceased  all  operating
activities during the period from May 7, 1996 to October 20, 1999
and  was considered dormant.  Since October 20, 1999, the Company
is  in  the  development  stage, and has  not  commenced  planned
principal operations.

Nature of Business
------------------

     The Company has no products or services as of June 30, 2000.
The  Company  was  organized  as a  vehicle  to  seek  merger  or
acquisition candidates.  The Company intends to acquire interests
in  various  business  opportunities, which  in  the  opinion  of
management will provide a profit to the Company.

Cash and Cash Equivalents
-------------------------

      For  purposes of the statement of cash flows,  the  Company
considers  all  highly liquid debt instruments purchased  with  a
maturity  of three months or less to be cash equivalents  to  the
extent the funds are not being held for investment purposes.

Pervasiveness of Estimates
--------------------------

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

Loss per Share
--------------

      The  reconciliations of the numerators and denominators  of
the basic loss per share computations are as follows:



PAGE 8



                    RED BUTTE FINANCIAL, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
                           (Continued)

                                   Income        Shares         Per-Share
                                 (Numerator)  (Denominator)      Amount

                                  For the three months ended June 30, 2000
                                  ----------------------------------------
Basic & Diluted Loss Per Share
Loss to common shareholders       $(1,550)      1,000,000        $     -
                                  ========      =========        ========

                                  For the six months ended June 30, 2000
                                  --------------------------------------
Basic & Diluted Loss Per Share
Loss to common shareholders       $(2,480)      1,000,000        $     -
                                  ========      =========        ========

                                  For the three months ended June 30, 1999
                                  ----------------------------------------
Basic & Diluted Loss Per Share
Loss to common shareholders       $     -       1,000,000        $     -
                                  ========      =========        ========

                                  For the six months ended June 30, 1999
                                  --------------------------------------
Basic & Diluted Loss Per Share
Loss to common shareholders       $     -       1,000,000        $     -
                                  ========      =========        ========

      The  effect  of  outstanding stock  equivalents  are  anti-
dilutive for June 30, 2000 and 1999 and are thus not considered.

Reclassification
----------------
      Certain  reclassifications  have  been  made  in  the  1999
financial   statements  to  conform  with  the  June   30,   2000
presentation.

NOTE 2 - INCOME TAXES
---------------------

      As  of June 30, 2000, the Company has a net operating  loss
carryforward  for income tax reporting purposes of  approximately
$3,000  that may be offset against future taxable income  through
2011.  Current tax laws limit the amount of loss available to  be
offset against future taxable income when a substantial change in
ownership  occurs.   Therefore, the amount  available  to  offset
future  taxable income may be limited.  No tax benefit  has  been
reported  in  the  financial  statements,  because  the   Company
believes there is a 50% or greater change the carry-forwards will
expire  unused.  Accordingly, the potential tax benefits  of  the
loss  carry-forwards are offset by a valuation allowance  of  the
same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY
----------------------------------

      The  Company has not begun principal operations and  as  is
common  with  a  development stage company, the Company  has  had
recurring losses during its development stage.




PAGE 9


                    RED BUTTE FINANCIAL, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
                           (Continued)

NOTE 4 - COMMITMENTS
--------------------

      As of June 30, 2000 all activities of the Company have been
conducted  by  corporate  officers from  either  their  homes  or
business offices.  Currently, there are no outstanding debts owed
by  the Company for the use of these facilities and there are  no
commitments for future use of the facilities.

NOTE 5 - STOCK SPLIT
--------------------

      On October 20, 1999 the Board of Directors authorized 1,000
to  1  stock  split, changed the authorized number of  shares  to
100,000,000  shares and the par value to $.001 for the  Company's
common  stock.   As  a result of the split, 999,000  shares  were
issued.   All references in the accompanying financial statements
to  the  number of common shares and per-share amounts  for  1999
have been restated to reflect the stock split.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Quarterly Report contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of  1933,
as  amended,  and Section 21E of the Securities Exchange  Act  of
1934,  as  amended, which are intended to be covered by the  safe
harbors  created  thereby.   Investors  are  cautioned  that  all
forward-looking   statements  involve  risks   and   uncertainty,
including  without  limitation, the ability  of  the  Company  to
continue  its  expansion  strategy,  changes  in  costs  of   raw
materials,  labor,  and employee benefits,  as  well  as  general
market conditions, competition and pricing.  Although the Company
believes  that  the  assumptions underlying  the  forward-looking
statements   contained  herein  are  reasonable,   any   of   the
assumptions could be inaccurate, and therefore, there can  be  no
assurance  that the forward-looking statements included  in  this
Quarterly  Report will prove to be accurate.   In  light  of  the
significant   uncertainties  inherent  in   the   forward-looking
statements  including herein, the inclusion of  such  information
should not be regarded as are presentation by the Company or  any
other person that the objectives and plans of the Company will be
achieved.

As  used herein the term "Company" refers to Red Butte Financial,
Inc.,  a  Wyoming  corporation and its predecessors,  unless  the
context  indicates otherwise.  The Company is currently  a  shell
company  whose  purpose  is  to  acquire  operations  through  an
acquisition or merger or to begin its own start-up business.

The  Company  is  in the process of attempting  to  identify  and
acquire  a  favorable  business  opportunity.   The  Company  has
reviewed and evaluated a number of business ventures for possible
acquisition or participation by the Company.  The Company has not
entered  into  any agreement, nor does it have any commitment  or
understanding to enter into or become engaged in a transaction as
of   the   date  of  this  filing.   The  Company  continues   to
investigate, review, and evaluate business opportunities as  they
become  available and will seek to acquire or become  engaged  in
business  opportunities  at such time as  specific  opportunities
warrant.

Results of Operations

The  Company had no sales or sales revenues for the three and six
months  ended June 30, 2000 or 1999 because it is a shell company
that  has  not  had any business operations for  the  past  three
years.



PAGE 10



The  Company had no costs of sales revenues for the three and six
months  ended June 30, 2000 or 1999 because it is a shell company
that  has  not  had any business operations for  the  past  three
years.   The  Company  had  $1,550  and  $2,480  in  general  and
administrative expenses for the three and six month periods ended
June 30, 2000 and $0 for the same periods in 1999.

The  Company recorded net loss of $1,550 and $2,480 for the three
and  six  months ended June 30, 2000 compared to $0 loss for  the
same periods in 1999.

Capital Resources and Liquidity

At  June 30, 2000, the Company had total current assets of $0 and
total  assets of $0 as compared to $0 current assets and $0 total
assets  at  December 31, 1999.  The Company  had  a  net  working
capital deficit of $250 and $0 at June 30, 2000 and December  31,
1999.

Net  stockholders' deficit in the Company was $250 and $0  as  of
June 30, 2000 and December 31, 1999.






PAGE 11


                    PART II-OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

None.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None/Not Applicable.


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

None/Not Applicable.


ITEM 5.  OTHER INFORMATION

None.


ITEM 6.  EXHIBITS

(a)  Exhibits.  Exhibits required to be attached by Item  601  of
     Regulation S-B are listed in the Index to Exhibits  on  page
     12  of  this  Form  10-QSB, and are incorporated  herein  by
     reference.

(b)  Reports  on  Form 8-K.  No reports on Form  8-K  were  filed
     during the period covered by this Form 10-QSB.


                           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, this 9th day  of  August,
2000.

Red Butte Financial, Inc.



/s/  Daniel L. Hodges
---------------------
  Daniel L. Hodges                                    August 9, 2000
  President/CFO and Director



PAGE 12


                          EXHIBIT INDEX


Exhibit No.    Page No.       Description

27             12             Financial Data Schedule "CE"








PAGE 13


[TYPE]EX-27
<SEQUENCE>2
[DESCRIPTION]FDS --

<TABLE> <S> <C>

[ARTICLE]      5
[LEGEND]
     THIS   SCHEDULE   CONTAINS  SUMMARY  FINANCIAL   INFORMATION
EXTRACTED FROM THE UNAUDITED FINANCIAL STATEMENTS FOR THE  PERIOD
ENDED JUNE 30, 2000 THAT WERE FILED WITH THE COMPANY'S REPORT  ON
FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
[CIK]                         0001101920
[NAME]                   RED BUTTE FINANCIAL, INC.
[MULTIPLIER]                       1,000
[CURRENCY]                         U.S. Dollars

<S>                      <C>
[PERIOD-TYPE]                 6-MOS
[FISCAL-YEAR-END]             DEC-31-2000
[PERIOD-START]           APR-1-2000
[PERIOD-END]                  JUN-30-2000
[EXCHANGE-RATE]               1
[CASH]                        0
[SECURITIES]                  0
[RECEIVABLES]                 0
[ALLOWANCES]             0
[INVENTORY]                   0
[CURRENT-ASSETS]              0
[PP&E]                        0
[DEPRECIATION]           0
[TOTAL-ASSETS]           0
[CURRENT-LIABILITIES]              0
[BONDS]                  0
[PREFERRED-MANDATORY]         0
[PREFERRED]                   0
[COMMON]                 1
[OTHER-SE]                    (1)
[TOTAL-LIABILITY-AND-EQUITY]  0
[SALES]                  0
[TOTAL-REVENUES]              0
[CGS]                         0
[TOTAL-COSTS]                 0
[OTHER-EXPENSES]              2
[LOSS-PROVISION]              0
[INTEREST-EXPENSE]            0
[INCOME-PRETAX]               (2)
[INCOME-TAX]                  0
[INCOME-CONTINUING]           (2)
[DISCONTINUED]           0
[EXTRAORDINARY]               0
[CHANGES]                0
[NET-INCOME]                  (2)
[EPS-BASIC]                   0
[EPS-DILUTED]                 0

</TABLE>