|OMB APPROVAL                                                                                        
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UNITED STATES

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 May 31, 2005



[  ]     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 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 ( )



At July 6, 2005, 16,760,415 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.



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SILVER BUTTE COMPANY

TABLE OF CONTENTS



PART I.

3

ITEM 1.  FINANCIAL INFORMATION

3

Balance Sheets, May 31, 2005 (Unaudited) and August 31, 2004

3

Statements of Operations for the three months and nine months ended May 31, 2005

4

and  2004 - Unaudited

4

Statements of Cash Flows for the nine months ended May 31, 2005 and 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









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PART I.



ITEM 1.  FINANCIAL INFORMATION

Silver Butte Company

Balance Sheets, May 31, 2005 (Unaudited) and August 31, 2004



May 31,



2005

August 31,

(unaudited)

2004

ASSETS



Current assets:

Cash and cash equivalents

$

12,215

$

15,593



Total current assets

12,215

15,593



Property, plant and equipment, net

--

3,000



Total assets

$

12,215

$

18,593





LIABILITES AND STOCKHOLDERS EQUITY



Current liabilities:

Accounts payable

$

2,263

$

--

Accounts payable to related parties

3,362

1,237



Total current liabilities

5,625

1,237



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, 16,760,415 and 16,410,415 shares

issued and outstanding at May 31, 2005 and

August 31, 2004, respectively

16,760

16,410

Additional paid-in capital

852,509

849,359

Accumulated deficit

(862,679)

(848,413)

Total stockholders equity

6,590

17,356



Total liabilities and stockholders equity

$

12,215

$

18,593



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



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Silver Butte Company

Statements of Operations for the three months and nine months ended May 31, 2005

and  2004 - Unaudited





Three months ended

Nine months ended__

5/31/2005

5/31/2004

5/31/2005

5/31/2004





Operating expenses:

Professional service fees

$

(1,964)

$

(4,086)

$

(13,943)

$

(25,637)

Professional service fees paid to

related parties

(197)

(2,146)

(1,725)

(8,203)

Other general and administrative

(599)

(300)

(1,668)

(3,804)

Total operating expenses

(2,760)

(6,532)

(17,336)

(37,644)





Other income:

Interest income

25

46

70

108

Gain on sale of property

--

--

3,000

--



Total other income

25

46

3,070

108



Net loss

$

(2,735)

$

(6,486)

$

(14,266)

$

(37,536)





Loss per common share  basic

Nil

Nil

$(0.001)

$(0.003)



Weighted average common shares

Outstanding  basic

16,760,415

16,410,415

16,721,038

13,555,836





























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



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Silver Butte Company

Statements of Cash Flows for the nine months ended May 31, 2005 and 2004 - Unaudited









2005

2004



Cash flows from operating activities:

Net loss

$

(14,266)

$

(37,536)

Adjustments to reconcile net loss to net cash

Provided (used) by operating activities:

Gain on sale of property

(3,000)

--

Change in:

Prepaid expenses

--

5,021

Accounts payable

2,263

(6,255)

Accounts payable to related party

2,125

(470)



Directors fees payable

--

(15,000)



Net cash used by operating activities

(12,878)

(54,240)



Cash flows from investing activities:

Proceeds from sale of property

6,000

--



Net cash provided by investing activities

6,000

--



Cash flows from financing activities:

Proceeds from sale of common stock

3,500

76,500

Fees paid in connection with common stock issuance

--

(12,672)



Net cash provided by financing activities

3,500

63,828



Net change in cash and cash equivalents

(3,378)

9,588

Cash and cash equivalents, beginning of period

15,593

10,602



Cash and cash equivalents, end of period

$

12,215

$

20,190

















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



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Silver Butte Company

Notes to Financial Statements - Unaudited



1.  Basis of Presentation

The financial statements of Silver Butte Company (formerly Silver Butte Mining 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, 2004 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, 2005.



2.  Description of Business

Silver Butte Company (formerly Silver Butte Mining 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.



During an annual meeting of shareholders held on February 4, 2004, a merger with Silver Butte Company was ratified. Silver Butte Company was incorporated in the state of Nevada on March 4, 2004.  The merger became effective on March 4, 2004 upon filing the Articles of Merger with the respective states.  On that date, the Company merged into its wholly-owned Nevada subsidiary and changed its corporate domicile from the state of Idaho to the state of Nevada. Throughout this report reference to the Company may include the Idaho corporation prior to the merger and the Nevada corporation subsequent to the merger.



At August 31, 2003, and years prior, the Company had one class of $0.05 par value common stock authorized and outstanding. Upon merger with Silver Butte Company on March 4, 2004, the surviving corporations capitalization authorizes 300,000,000 shares of $0.001 par value common stock for issue. In addition, a class of $0.001 par value preferred stock is authorized with 10,000,000 shares available for issue.



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.  The Company anticipates that existing cash and cash equivalents will be exhausted before this occurs. Within the next few months, the Company plans to sell shares of its unregistered common stock to finance ongoing 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. Unless otherwise indicated, amounts provided in these notes to the financial statements pertain to continuing operations.



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



Financial Condition and Liquidity

During the nine month period ended May 31, 2005, the Company used $12,878 of cash for operating activities, compared to $54,240 used for operating activities in the nine months ended May 31, 2004.   During the period, the Company sold its sole asset, the Mirror Lake property for $6,000 and recognized a gain from the sale of $3,000.  The Company also received $3,500 from the sale of 350,000 shares of its common stock resulting from the exercise of warrants.



The Company anticipates that existing cash and cash equivalents will soon be exhausted. Within the next few months, the Company plans to sell shares of its unregistered common stock to finance ongoing operations.







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ITEM 3.  CONTROLS AND PROCEDURES



An evaluation was performed by the Company's president and secretary/treasurer of the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based on that evaluation, the president and secretary/treasurer concluded that disclosure controls and procedures were effective as of May 31, 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 the Companys internal control over financial reporting during the three and nine month periods ended May 31, 2005.



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



(a)

Exhibits



Exhibit 31.1  Certification required by Rule 13a-14(a) or Rule 15d-14(a).



Exhibit 31.2  Certification required by Rule 13a-14(a) or Rule 15d-14(a).



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.



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.







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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:  July 12, 2005





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:  July 12, 2005





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:  July 12, 2005











INDEX TO EXHIBITS

Exhibit 31.1  Certification required by Rule 13a-14(a) or Rule 15d-14(a).



Exhibit 31.2  Certification required by Rule 13a-14(a) or Rule 15d-14(a).



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.



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.







9