SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-QSB



[X]  QUARTERLY REPORT UNDER SECTION 13 OF 15(D) OF THE SECURITIES EXCHANGE COMMISSION ACT OF 1934



For the quarterly period ended November 30, 2003



[  ]     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 Mining Company

(Exact name of registrant as specified in its charter)



IDAHO

82-0263301

(State or other jurisdiction of

(I.R.S. Employer

Incorporation or organization)

Identification Number)



520 Cedar Street, Sandpoint, ID

83864

(Address of Principal Executive Offices)





(Zip Code)



(208) 263-5154

Registrants telephone number, including area code



COMMON STOCK

Name and exchange on which registered



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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes (X)        No ( )



The number of shares of Common Stock, $.05 par value, outstanding as of December 30, 2003, was 12,760,415













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SILVER BUTTE MINING COMPANY

TABLE OF CONTENTS



PART I



ITEM 1.  FINANCIAL INFORMATION

3



Balance Sheets, November 30, 2003 (Unaudited) and August 31, 2003

3



Statements of Operations for the three months ended November 30, 2003 and 2002 - Unaudited

4



Statements of Cash Flows for the three months ended November 30, 2003 and 2002 - Unaudited

5



Notes to Financial Statements - Unaudited

6



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS.

6



ITEM 3.  CONTROLS AND PROCEDURES

8



PART II



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 AND REPORTS ON FORM 8-K

8



SIGNATURES

9



CERTIFICATIONS

10



CERTIFICATIONS  PURSUANT TO THE SARBANES-OXLEY ACT

12







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PART I.



ITEM 1.  FINANCIAL INFORMATION



Silver Butte Mining Company

Balance Sheets, November 30, 2003 (Unaudited) and August 31, 2003



November 30,



2003

August 31,

(unaudited)

2003



ASSETS



Current assets:

Cash and cash equivalents

$

18,409

$

10,602

Prepaid expenses

0

5,021



Total current assets

18,409

15,623



Property, plant and equipment, net

3,000

3,000



Total assets

$

21,409

$

18,623





LIABILITES AND STOCKHOLDERS EQUITY (DEFICIT)



Current liabilities:

Accounts payable

$

11,051

$

6,583

Accounts payable to related parties

0

770

Directors fees payable

3,000

15,000



Total current liabilities

14,051

22,353



Stockholders equity (deficit):

Common stock, $0.05 par value; 10,000,000

shares authorized, 8,760,415 shares

issued and outstanding at August 31, 2003

and 12,760,415 shares issued and outstanding

at November 30, 2003

638,021

438,021

Additional paid-in capital

194,897

363,919

Accumulated deficit

(825,560)

(805,670)

Total stockholders equity (deficit)

7,358

(3,730)



Total liabilities and stockholders equity

$

21,409

$

18,623



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



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Silver Butte Mining Company

Statements of Operations for the three months ended November 30, 2003 and 2002 - Unaudited





|                                                  | 2003        | 2002     
|------------------------------------------------- | ----------- | ---------
|Operating expenses:                               |             |          
|Directors' fees paid in cash                      | $         0 | $(3,443) 
|Directors' expense reimbursements                 | (384)       | (706)    
|Professional service fees                         | (17,509)    | (11,870) 
|Professional service fees paid to related parties | (1,908)     | (5,709)  
|Other general and administrative                  | (106)       | (1,822)  
|Total operating expenses                          | (19,907)    | (23,550) 
|                                                  |             |          
|Other income (expense):                           |             |          
|Interest and dividend income                      | 17          | 166      
|Total other income (expense)                      | 17          | 166      
|                                                  |             |          
|Net loss                                          | $(19,890)   | $(23,384)
|                                                  |             |          
|Loss per common share-basic                       | Nil         | Nil      
|                                                  |             |          
|Weighted average common shares outstanding-basic  | 9,414,304   | 8,610,514

































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





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Silver Butte Mining Company

Statements of Cash Flows for the three months ended November 30, 2003 and 2002 - Unaudited









2003

2002



Cash flows from operating activities:

Net loss

$

(19,890)

$

(23,384)

Adjustments to reconcile net loss to net cash

provided (used) by operating activities:

Increase in accounts payable

9,489

(4,624)

Decrease in accounts payable to related party

(770)

0

Decrease in directors fees payable

(12,000)

0



Net cash used by operating activities

(23,171)

(28,008)



Cash flows from financing activities:

Proceeds from sale of common stock

40,000

0

Professional fees paid in connection with

common stock issuance

(9,022)

0



Net cash provided by financing activities

30,978

0



Net decrease in cash and cash equivalents

7,807

(28,008)

Cash and cash equivalents, beginning of period

10,602

53,449



Cash and cash equivalents, end of period

$

18,409

$

25,441





























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



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Silver Butte Mining Company

Notes to Financial Statements - Unaudited



1.  Basis of Presentation

The financial statements of Silver Butte Mining 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, 2003 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, 2004.



2.  Description of Business

Silver Butte Mining Company (the Company) was incorporated under the laws of the State of Idaho 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.



The Company has incurred losses over the past several years and has no recurring source of revenue.  These conditions raise substantial doubt as to the Companys ability to continue as a going concern.  Management's plans for the continuation of the Company as a going concern are primarily focused on the eventual merger with an entity with profitable business operations.  If existing cash and cash equivalents are exhausted before this occurs, the Company could sell its unregistered common stock to finance operations. However, there are no assurances with respect to the future success of these plans. The financial statements do not contain any adjustments, which might be necessary, if the Company is unable to continue as a going concern.



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.

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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 and accountants, will be utilized by the Company to effectuate its business purposes described herein.



Financial Condition and Liquidity

During the three month period ended November 30, 2003, the Company used $23,171 of cash for operating activities, compared to $28,008 used for operating activities in the three months ended November 30, 2002.  The Company has no recurring revenue from operating activities.  The Company's sale of common stock during the quarter will enable the Company to finance operating expenditures for the next twelve months.



During the three month period ended November 30, 2003, the Company offered 4,000,000 Units of the Companys $.05 par value common stock at a price of $0.01 per Unit.  Each Unit consists of one share of Common Stock and one Common Stock Purchase Warrant, exercisable for twenty-four months from the date of issue, to purchase one additional share of Common Stock. The exercise price of the Common Stock Purchase Warrant is $0.01 per share for the 12 months from the date of issuance and thereafter at a price of $0.05 per share. Total proceeds from the sale, after deducting offering costs, were $30,978 and will be used to fund the Company's plan of operations.



The offering was made in reliance upon the exemptions  afforded  by  the  Securities  Act  of 1933, as amended, Rule 506 of Regulation  D  promulgated  thereunder,  and  certain  state  securities  law exemptions.  The  Shares  were  be offered to persons who qualify as "accredited investors"  within  the  meaning  of  Rule  501(a)  of  the  General  Rules  and Regulations under the Securities Act of 1933, as amended.





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ITEM 3.  CONTROLS AND PROCEDURES



Based  on  their  most recent  evaluation, which was completed within 90 days of the  filing of this Form 10-QSB, the Company's president and principle financial officer  believe the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a -14 and 15d -14) are effective to ensure that information required  to  be  disclosed  by  the  Company  in this report is accumulated and communicated  to  the  Company's  management,  as  appropriate,  to allow timely decisions  regarding  required  disclosure. There were no significant changes in the Company's internal controls or other factors that could significantly affect these controls  subsequent  to  the  date of their evaluation and there were no corrective  actions  with  regard  to  significant  deficiencies  and  material weaknesses.



PART II



ITEM 1.

LEGAL PROCEEDINGS

NONE



ITEM 2.

CHANGES IN SECURITIES

During  the  three-month  period  ended  November 30, 2003, the Registrant issued 4,000,000 shares of its registered common stock to existing shareholders through a  private  placement offering at $0.01 per share.  The offering was exempt from registration by Rule 506 of Regulation D under the Securities Act of 1933.



ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

NONE



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE



ITEM 5.

OTHER INFORMATION

NONE.



ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

Exhibits and index of exhibits:  None.











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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 MINING COMPANY

(Registrant)



By:    _/s/ Terry McConnaughey_______________



Terry McConnaughey, President and Director



Date:  January 9, 2004





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 9, 2004





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/ Delaine H. Gruber____________

Delaine H. Gruber, Director



Date:  January 9, 2004