|OMB APPROVAL                                                                                        
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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 November 30, 2005



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 Company



(Exact name of registrant as specified in its charter)



Nevada

82-0263301



(State of other jurisdiction of incorporation

(I.R.S. Employer Identification No.)

or organization)



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.

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 each of the issuer's classes of common equity, as of the latest practicable date: At January 6, 2006, 17,277,080 shares of the Companys common stock were outstanding.



Transitional Small Business Disclosure Format (check one);  Yes   [  ]       No     [X]



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 COMPANY

TABLE OF CONTENTS



PART I.

3

ITEM 1.  FINANCIAL INFORMATION

3

Balance Sheets, November 30 2005 (Unaudited) and August 31, 2005

3

Statements of Operations for the three months ended November 30, 2005 and November 30, 2004 - Unaudited

4

Statements of Cash Flows for the three months ended November 30, 2005 and November 30, 2004 - Unaudited

5

Notes to Financial Statements - Unaudited

6

ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

7

ITEM 3.  CONTROLS AND PROCEDURES

8

PART II

8

ITEM 1.

LEGAL PROCEEDINGS

8

ITEM 2.

CHANGES IN SECURITIES

8

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

8

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

8

ITEM 5.

OTHER INFORMATION

8

ITEM 6.

EXHIBITS

8







1









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PART I.



ITEM 1.  FINANCIAL INFORMATION



Silver Butte Company

Balance Sheets, November 30 2005 (Unaudited) and August 31, 2005



November 30

2005

August 31,

(unaudited)

2005

ASSETS



Current assets:

Cash and cash equivalents

$

36,095

$

5,558



Total current assets

36,095

5,558



Total assets

$

36,095

$

5,558



LIABILITES AND STOCKHOLDERS EQUITY



Current liabilities:

Accounts payable

9,246

$

0

Accounts payable to related parties

$

1,450

893



Total current liabilities

10,696

893



Stockholders equity:

Preferred stock, $0.001 par value; 10,000,000 shares

authorized, none issued and outstanding

Common stock, $0.001 par value; 300,000,000

shares authorized, 17,277,080 and 16,760,415 shares

issued and outstanding at November 30 2005 and

August 31, 2005, respectively

17,277

16,760

Additional paid-in capital

882,992

852,509

Accumulated deficit

(874,870)

(864,604)

Total stockholders equity

25,399

4,665



Total liabilities and stockholders equity

$

36,095

$

5,558









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

.



2









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Silver Butte Company

Statements of Operations for the three months ended November 30, 2005 and November 30, 2004 - Unaudited









2005

2004





Operating expenses:

Professional service fees

$

(9,246)

$

(9,700)

Professional service fees paid to related parties

(976)

(1,213)

Other general and administrative

(139)

(86)

Total operating expenses

(10,361)

(10,999)



Other income:

Interest and dividend income

95

27



Net loss

$

(10,266)

$

(10,972)



Loss per common share  basic

Nil

Nil



Weighted average common shares outstanding  basic

17,123,784

16,640,971

:



















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

.



3









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Silver Butte Company

Statements of Cash Flows for the three months ended November 30, 2005 and November 30, 2004 - Unaudited







2005

2004



Cash flows from operating activities:

Net loss

$

(10,266)

$

(10,972)

Adjustments to reconcile net loss to net cash

provided by operating activities:

Increase in:

Accounts payable

9,246

9,151

Accounts payable to related party

557

1,213

Net cash used by operating activities

(463)

(608)



Cash flows from financing activities:

Proceeds from sale of common stock

31,000

3,500

Net cash provided by financing activities

31,000

3,500



Net increase in cash and cash equivalents

30,537

2,892

Cash and cash equivalents, beginning of period

5,558

15,593



Cash and cash equivalents, end of period

$

36,095

$

18,485



















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



4









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Silver Butte Company

Notes to Financial Statements - Unaudited



1.  Basis of Presentation

The financial statements of Silver Butte Company (the Company) included herein have been prepared without audit, 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, 2005 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, 2006.



2.  Description of Business

Silver Butte Company is a Nevada corporation, and the successor of Silver Butte Mining Company, an Idaho corporation that was incorporated on January 19, 1965.  The Company was originally organized to explore, acquire and develop mineral properties and rights primarily in Idaho. However, the Companys exploration activities never developed any commercial ore deposits. During prior years, the Company made a strategic decision to abandon or sell its mineral properties and rights, and favorably position itself to seek other profitable business opportunities.



5









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ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



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 or which 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.



Effective December 15, 2005, Delaine Hess Gruber resigned as director of the Company.



Financial Condition and Liquidity

During the three month period ended November 30 2005, the Company used $463 of cash for operating activities, compared to $608 used for operating activities in the three months ended November 30, 2004.



6









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During the three month period ended November 30, 2005, the Company had a private placement offering for the sale of 833,884 shares of the Companys common stock at a price of $0.06 per share for cash only.  No warrants were granted in connection with this offering. Through November 30, 2005, 516,665 shares have been sold for a total of $31,000.  Proceeds from this offering will be used to finance ongoing operations.



During the three months ended November 30, 2004, the Company received $3,500 from the sale of 350,000 shares of its common stock resulting from the exercise of warrants



ITEM 3.  CONTROLS AND PROCEDURES



An evaluation was performed by The Registrant's President and Secretary/ Treasurer of the effectiveness of the design and operation of the Registrants disclosure controls and procedures. Based on that evaluation, the president and secretary/treasurer concluded that disclosure controls and procedures were effective as of November 30 2005, in ensuring that all material information required to be filed in this annual 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 November 30 2005 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.

CHANGES IN SECURITIES

NONE



ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

NONE



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE.



ITEM 5.

OTHER INFORMATION

NONE.



ITEM 6.

EXHIBITS



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.



7









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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 COMPANY

(Registrant)



By:      /s/ Terry McConnaughey



Terry McConnaughey, President and Director

Date:  January 12, 2006





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:  January 12, 2006













INDEX TO 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







8