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UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  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 February 29,
2008





OR





[    ]  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934  For the transition period from  to





Commission
file number: 001-05970





Silver Butte Co.,
Inc.


(Exact
name of registrant as specified in its charter)









Nevada
            
            82-0263301(State
      of other jurisdiction of incorporationor
      organization)
            
            (I.R.S. Employer
      Identification No.)520 Cedar Street,
      Sandpoint, ID
            
            83864(Address of
      principal executive offices)
            
            (Zip
      Code)






(208) 263-5154


(Issuer's
telephone number, including area code)





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 at least the past 90 days.


[ X ]  Yes [ 
  ]No





Indicate
by check mark whether the registrant is an accelerated filer.


[ 
  ]  Yes [ X ]  No





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





State the
number of shares outstanding of common stock, as of the latest practicable date:
At April 2, 2008, 18,510,412
shares of the Company’s common stock were outstanding.






SEC 2334
      (10-04)
            Potential persons
      who are to respond to the collection of information contained in this form
      are not required to respond
      unless the  form displays a currently valid OMB control
      number.







SILVER
BUTTE CO., INC.


TABLE OF
CONTENTS




PART I.ITEM 1.  FINANCIAL INFORMATIONBalance Sheets
            3Statements of Operations
            4Statements of Cash Flows
            5Condensed Notes to Financial Statements
            6ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION
            7ITEM 3.  CONTROLS AND PROCEDURES
            8PART IIITEM 1. LEGAL
      PROCEEDINGS
            8ITEM 2. UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
            8ITEM 3. DEFAULTS
      UPON SENIOR SECURITIES
            8ITEM 4. SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
            8ITEM 5. OTHER
      INFORMATION
            8ITEM 6. EXHIBITS
            9




































PART
I.





ITEM
1.  FINANCIAL INFORMATION





Silver Butte Co., Inc.


Balance
Sheets




February
      29,2008
                (unaudited)
              
              
              August
      31,
                2007ASSETSCurrent
      assets:Cash and cash
      equivalents
              
              $
              32,892
              
              
              $
              14,562Total assets
              
              $
              32,892
              
              
              $
              14,562LIABILITES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts payable
              
              $
              49
              
              
              $
              3,175Total current
      liabilities
              
              
              49
              
              
              
              3,175Stockholders’
      equity:Preferred stock, $0.001 par
      value; 10,000,000 sharesauthorized, none issued and
      outstanding
              
              
              -
              
              
              
              -Common stock, $0.001 par value;
      300,000,000shares authorized, 18,510,412
      and 17,743,746 sharesissued and outstanding at
      February 29, 2008, andAugust 31, 2007,
      respectively
              
              
              18,510
              
              
              
              17,744Additional paid-in
      capital
              
              
              955,759
              
              
              
              910,525Accumulated
    deficit
              
              
              (941,426
              )
              
              
              (916,882
              )Total stockholders’
      equity
              
              
              32,843
              
              
              
              11,387Total liabilities and
      stockholders’ equity
              
              $
              32,892
              
              
              $
              14,562







The
accompanying condensed notes are an integral part of these financial
statements.
 3


Silver Butte Co., Inc.


Statements
of Operations




Three Months Ended
              
              
              Six Months Ended2/29/2008
              
              
              2/28/2007
              
              
              2/29/2008
              
              
              2/28/2007(unaudited)
              
              
              (unaudited)Operating
      expenses:Professional service
      fees
              
              $
              (6,535
              )
              
              $
              (3,674
              )
              
              $
              (21,563
              )
              
              $
              (17,458
              )Other general and
      administrative
              
              
              (2,346
              )
              
              
              (904
              )
              
              
              (2,992
              )
              
              
              (966
              )Total operating
      expenses
              
              
              (8,881
              )
              
              
              (4,578
              )
              
              
              (24,555
              )
              
              
              (18,424
              )Other
      income:Interest income
              
              
              -
              
              
              
              106
              
              
              
              12
              
              
              
              223Total other
    income
              
              
              -
              
              
              
              106
              
              
              
              12
              
              
              
              223Net
      loss
              
              $
              (8,881
              )
              
              $
              (4,472
              )
              
              $
              (24,544
              )
              
              $
              (18,201
              )Loss
      per common share – basic
              
              Nil
              
              
              Nil
              
              
              Nil
              
              
              NilWeighted
      average common shares
                outstanding –
    basic
              
              
              18,139,717
              
              
              
              17,743,746
              
              
              
              17,943,286
              
              
              
              17,699,271








The
accompanying condensed notes are an integral part of these financial
statements.
 4


Silver Butte Co., Inc.


Statements
of Cash Flows





Six
      Months EndedFebruary
      29,
              
              
              February
      28,2008
              
              
              2007(unaudited)Cash
      flows from operating activities:Net loss
              
              $
              (24,544
              )
              
              $
              (18,201
              )Adjustments to reconcile net
      loss to net cashused in operating
      activities:Change in:Accounts
      payable
              
              
              (3,126
              )
              
              
              202Net cash used by operating
      activities
              
              
              (27,670
              )
              
              
              (17,999
              )Cash
      flows from financing activities:Proceeds from sale of common
      stock
              
              
              46,000
              
              
              
              28,000Net cash provided by financing
      activities
              
              
              46,000
              
              
              
              28,000Net
      increase in cash and cash equivalents
              
              
              18,330
              
              
              
              10,001Cash
      and cash equivalents, beginning of period
              
              
              14,562
              
              
              
              15,078Cash
      and cash equivalents, end of period
              
              $
              32,892
              
              
              $
              25,079











The
accompanying condensed notes are an integral part of these financial
statements.
 5


Silver Butte Co., Inc.


Condensed
Notes to Financial Statements - February 29, 2008





1.  Basis
of Presentation


These
unaudited financial statements of Silver Butte Co., Inc. (“the Company”)
included herein have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission.  Although certain information
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted, the Company believes that the disclosures are adequate to
make the information presented not misleading. These financial statements should
be read in conjunction with the financial statements and notes thereto for the
fiscal year ended August 31, 2007, included in the Company’s Form
10-KSB.





The
financial statements included herein reflect all normal recurring adjustments
that, in the opinion of management, are necessary for a fair
presentation.   The results for interim periods are not
necessarily indicative of trends or of results to be expected for the full year
ended August 31, 2008.





2.  Description
of Business


Silver
Butte Co., Inc. was incorporated in the state of Nevada on March 4, 2004, and is
the successor of Silver Butte Mining Company, which was incorporated in Idaho in
1965.





The
Company was originally organized to explore, acquire and develop mineral
properties and rights. However, the Company’s exploration activities never
developed any commercial ore deposits, and the Company decided to abandon, or
sell, its mineral properties and rights, and favorably position itself to seek
other profitable business opportunities.





3.
Description of Property





The
Company holds the mineral rights to one claim in Bonner County, Idaho. The claim
is Cleveland Lode in Section 6, Township 55 North, Range 2 West.





4.
Stockholders’ Equity





Private
Placements


In
October 2007, the Company offered 700,000 (amended to 966,666) common shares for
sale in a private placement at a price of $0.06 per share. At February 29, 2008,
766,666 shares had been sold for total proceeds of $46,000. No warrants were
granted in connection with this offering, and proceeds will be used to finance
ongoing operations.




6


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





General


This Form
10-QSB contains forward-looking statements.  Forward-looking statements
include statements concerning plans, objectives, goals, strategies, future
events or performance and underlying assumptions that are not statements of
historical facts.  This document and any other written or oral statements
made by us or on our behalf may include forward-looking statements, which
reflect our current views with respect to future events and financial
performance.  The words “believe,” “expect,” “anticipate,” “intends,”
“estimates,” “forecast,” “project” and similar expressions identify
forward-looking statements.  The forward-looking statements in this
document are based upon various assumptions, many of which are based on
management’s discussion and analysis or plan of operations and elsewhere in this
report. Although we believe that these assumptions were reasonable when made,
these statements are not guarantees of future performance and are subject to
certain risks and uncertainties, some of which are beyond our control, and are
difficult to predict.  Actual results could differ materially from those
expressed in forward-looking statements.   Readers are cautioned not
to place undue reliance on any forward-looking statements, which reflect
management’s view only as of the date of this report.





Plan
of Operation


The
Company’s purpose is to seek, investigate and, if such investigation warrants,
acquire an interest in business opportunities presented to it by persons or
firms who desire to seek the perceived advantages of a publicly registered
corporation.  The Company will not restrict its search to any specific
business, industry, or geographical location and the Company may participate in
a business venture of virtually any kind or nature.





The
Company may seek a business opportunity with entities which have recently
commenced operations, or wish to utilize the public marketplace in order to
raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes.  The
Company may acquire assets and establish wholly-owned subsidiaries in various
businesses, or acquire existing businesses as subsidiaries.  Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.





Management
of the Company, while not especially experienced in matters relating to the new
business of the Company, will rely primarily upon their own efforts to
accomplish the business purposes of the Company.  It is not
anticipated that any outside consultants or advisors, other than the Company's
legal counsel, will be utilized by the Company to effectuate its business
purposes described herein.





During
the six months ended February 29, 2008, the Company sold 766,666 common shares
in a private placement offering at a price of $0.06 per share for total proceeds
of $46,000. No warrants were granted in connection with this offering. Proceeds
from this offering will be used to finance ongoing operations, which should meet
the Company’s cash requirements for the next twelve months.





7


ITEM 3.  CONTROLS AND PROCEDURES





An
evaluation was performed of the effectiveness of the design and operation of the
Registrant's disclosure controls and procedures by the Registrant’s President
and the Secretary/Treasurer. Based on that evaluation, they concluded that
disclosure controls and procedures were effective as of February 29, 2008, in
ensuring that all material information required to be filed in this quarterly
report has been made known to them in a timely fashion.





There has
been no change in our internal control over financial reporting during the three
month period ended February 29, 2008, that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.





PART II





ITEM
      1.
            LEGAL
      PROCEEDINGS




NONE





ITEM
      2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





During
the quarter ended February 29, 2008, the Company sold 683,333 common shares in a
private placement offering for total proceeds of $41,000. Proceeds will be used
to finance ongoing operations. No warrants were granted in connection with this
offering.





ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES




NONE





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




NONE.





ITEM
      5.
            OTHER
      INFORMATION




NONE.


8


ITEM
      6.
            EXHIBITS





Exhibit 31.1 – Certification required by Rule
13a-14(a) or Rule 15d-14(a), McConnaughey


Exhibit 31.2 – Certification required by Rule
13a-14(a) or Rule 15d-14(a), Evans


Exhibit 32.1 – Certification required by Rule
13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350, McConnaughey


Exhibit 32.2 – Certification required by Rule
13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350, Evans.






































































9


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





SILVER
BUTTE CO., INC.


(Registrant)




/s/ Terry
McConnaughey


Terry
McConnaughey, President and Director


Date:  April
14, 2008








Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





By: /s/ Robert J.
Evans


Robert J.
Evans, Secretary/Treasurer and Director


Date:  April
14, 2008







































10