UNITED STATES
                       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, 2002

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        For the transition period from To

                         Commission file number 0-27737
                                                --------

                             Red Butte Energy, Inc.
        (Exact name of small business issuer as specified in its charter)

              Nevada                                  77-0454856
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)

                 700 Ioco Road, Coquitlam, B.C., Canada V6B 2Z6
                 ----------------------------------------------
                    (Address of principal executive offices)

                                 (604) 461-4946
                                ----------------
                           (Issuer's telephone number)

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common  equity,  as of the  latest  practical  date:  June  30,  2002  2,050,000

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


<PAGE>

                                     PART I


ITEM 1.  FINANCIAL STATEMENTS

                         INDEPENDENT ACCOUNTANT'S REPORT

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

        We have reviewed the  accompanying  balance  sheets of Red Butte Energy,
Inc. (A  Development  Stage  Company) as of June 30, 2002 and December 31, 2001,
and the related statements of operations for the three and six months ended June
30,  2002 and 2001,  and cash flows for the six months  ended June 30,  2002 and
2001.  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 19, 2002


                                        2


<PAGE>


                             RED BUTTE ENERGY, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                    June 30,        December 31,
                                                      2002            2001
                                                 --------------  ---------------
Assets:
<S>                                              <C>             <C>
   Cash and cash equivalents                     $          519  $         2,086
   Accounts receivable                                        -                -
   Prepaid expenses                                           -                -
                                                 --------------  ---------------
      Total Current Assets                                  519            2,086
                                                 --------------  ---------------

Property and Equipment:
   Computer equipment                                     4,664            4,664
   Furniture and equipment                                  417              417
   Software                                                   -                -
                                                 --------------  ---------------
                                                          5,081            5,081
   Less accumulated depreciation                         (4,085)          (3,265)
                                                 --------------  ---------------
      Net Property and Equipment                            996            1,816
                                                 --------------  ---------------

      Total Assets                               $        1,515  $         3,902
                                                 ==============  ===============

Liabilities and Shareholders' Equity
Liabilities:
   Accounts payable and accrued liabilities      $       21,864  $        17,399
   Short term notes payable                                   -                -
                                                 --------------  ---------------
      Total current liabilities                          21,864           17,399
Due to shareholders                                     245,521          244,036
                                                 --------------  ---------------
      Total liabilities                                 267,385          261,435
                                                 --------------  ---------------

Stockholders' Equity:
  Common Stock, Par value $.001, Authorized
    100,000,000 shares, Issued 2,050,000 shares

    at June 30, 2002 and December 31, 2001                2,050            2,050
  Paid-In Capital                                        18,162           18,162
 Retained Deficit                                      (273,432)        (273,432)
  Deficit Accumulated During the
     Development Stage                                  (12,650)          (4,313)
  Foreign Currency Translation Adjustment                     -                -
                                                 --------------  ---------------
     Total Stockholders' Equity                        (265,870)        (257,533)
                                                 --------------  ---------------
       Total Liabilities and Stockholders' Equity$        1,515  $         3,902
                                                 ==============  ===============
</TABLE>

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

                                        3


<PAGE>

                             RED BUTTE ENERGY, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                                     Cumulative
                                                                                                                       since
                                                                                                                    December 1,
                                                                                                                        2001
                                                    For the Three Months Ended       For the Six Months Ended       inception of
                                                             June 30,                        June 30,               development
                                                  ------------------------------- -------------------------------
                                                       2002            2001            2002             2001           stage
                                                  --------------  --------------- ---------------  --------------  --------------
<S>                                               <C>             <C>             <C>              <C>             <C>
Revenues                                          $            -  $             - $             -  $            -  $            -

Expenses:
   General and Administrative                              7,897                -           8,337               -          12,650
                                                  --------------  --------------- ---------------  --------------  --------------
      Total Expenses                                       7,897                -           8,337               -          12,650
                                                  --------------  --------------- ---------------  --------------  --------------


Discontinued Operations:
   Income (Loss) from
     Discontinued Operations                                   -                -               -          (3,355)              -
                                                  --------------  --------------- ---------------  --------------  --------------


     Net Loss                                     $       (7,897) $             - $        (8,337) $       (3,355) $      (12,650)
                                                  ==============  =============== ===============  ==============  ==============

Basic & Diluted loss per share                    $            -  $             - $             -  $            -
                                                  ==============  =============== ===============  ==============
</TABLE>

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

                                        4


<PAGE>

                             RED BUTTE ENERGY, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                Cumulative
                                                                                  Since
                                                                               December 1,
                                                                                   2001
                                                   For the Six Months Ended    Inception of
                                                           June 30,            Development
                                                 ----------------------------
                                                      2002          2001          Stage
                                                 ---------------------------- --------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                              <C>            <C>            <C>
Net Loss for the period                          $       (8,337)$       (3,355)$      (12,650)

Adjustments to reconcile net loss to net cash
 provided by operating activities:
      Depreciation and amortization                         820         1,253          1,138

Changes in Operating Assets and Liabilities
   (Increase) decrease in accounts receivable                 -        (8,555)             -
   (Increase) decrease in prepaid expenses                    -            57              -
   Increase (Decrease) in Accounts Payable                4,465         2,087          4,465
                                                 ---------------------------- --------------
  Net Cash Used in operating activities                  (3,052)       (8,513)        (7,047)
                                                 ---------------------------- --------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
   Purchase of property and equipment                         -             -              -
                                                 ---------------------------- --------------
Net cash provided by investing activities                     -             -              -
                                                 ---------------------------- --------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
   Increase in amounts due shareholders         -         1,485         8,099          6,825
   Payment of short term notes payable                        -             -              -
   Issuance of Stock for accounts payable                     -             -              -
                                                 ---------------------------- --------------
Net Cash Provided by Financing Activities                 1,485         8,099          6,825
                                                 ---------------------------- --------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                              (1,567)         (414)          (222)
Cash and Cash Equivalents
  at Beginning of Period                                  2,086           (55)           741
                                                 ---------------------------- --------------

Cash and Cash Equivalents
  at End of Period                               $          519$         (469)$          519
                                                 ============================ ==============
</TABLE>
                                        5


<PAGE>

                             RED BUTTE ENERGY, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Continued)
<TABLE>
<CAPTION>

                                                                                Cumulative
                                                                                  Since
                                                                               December 1,
                                                                                   2001
                                                   For the Six Months Ended    Inception of
                                                           June 30,            Development

                                                 ----------------------------
                                                      2002          2001          Stage
                                                 ---------------------------- --------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
<S>                                              <C>            <C>            <C>
  Interest                                       $            - $           -  $           -
  Franchise and income taxes                     $            - $           -  $           -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING

ACTIVITIES: None
</TABLE>
          The  accompanying  notes  are an  integral  part  of  these  financial
statements.

                                        6


<PAGE>

                             RED BUTTE ENERGY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

        The accompanying financial statements have been prepared on the basis of
accounting  principles  applicable to a "going  concern",  which assume that the
Company  will  continue in  operation  for at least one year and will be able to
realize  its assets  and  discharge  its  liabilities  in the  normal  course of
operations.

        Several  conditions and events cast doubt about the Company's ability to
continue  as  a  "going  concern".  The  Company  has  incurred  net  losses  of
approximately $286,000 for the period from April 7, 1997 (inception) to June 30,
2002, has a liquidity  problem,  and requires  additional  financing in order to
finance its business  activities  on an ongoing  basis.  The Company is actively
pursuing  alternative  financing  and has had  discussions  with  various  third
parties, although no firm commitments have been obtained.

        The  Company's  ability  to  survive  will  depend on  numerous  factors
including,  but not  limited to, the  Company's  receiving  continued  financial
support, completing public equity financing, or generating profitable operations
in the future.

        These  financial  statements  do not reflect  adjustments  that would be
necessary  if the Company  were unable to continue as a "going  concern".  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial  statements,  there can be
no assurance that these actions will be successful.

        If the  Company  were  unable to  continue  as a "going  concern",  then
substantial adjustments would be necessary to the carrying values of assets, the
reported amounts of its liabilities, the reported revenues and expenses, and the
balance sheet classifications used.

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        This summary of accounting policies for Red Butte Energy,  Inc.(formerly
eSportbike.com,  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, 2002 and for the 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 six  months.  Operating
results for interim periods are not necessarily  indicative of the results which
can be expected for full years.

                                       7


<PAGE>

                             RED BUTTE ENERGY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Continued)

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

Organization and Basis of Presentation

        The  Company was  incorporated  under the laws of the State of Nevada on
April 7, 1997.  The Company  ceased all operating  activities  during the period
from April 7, 1997 to July 9, 1999 and was considered  dormant. On July 9, 1999,
the Company  obtained a Certificate of renewal from the State of Nevada.  During
2000,  the Company  developed  an Internet  website  which  provided  community,
content  and  commerce  for the  sportbike  and  motorcycle  enthusiast.  During
November  2001 the Company  abandoned the internet  business and since  December
2001, the Company is in the  development  stage,  and has not commenced  planned
principal  operations.  On March 19, 2002 the  Company's  name was changed  from
eSportbike.com,  Inc. to Red Butte Energy,  Inc. to reflect the new focus of the
Company.

Nature of Business

        The company has no products or services as of June 30, 2002. 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.

                                        8


<PAGE>

                             RED BUTTE ENERGY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Continued)

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

Revenue Recognition

        Revenue is recognized as services are performed.

Loss per Share

        The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
<TABLE>
<CAPTION>
                                                                                  Per-Share
                                                  Income           Shares           Amount
                                                  ------           ------           ------
                                                (Numerator)     (Denominator)

                                                  For the Three Months Ended June 30, 2002

BASIC LOSS PER SHARE
<S>                                           <C>                    <C>        <C>
Loss to common shareholders                   $        (7,897)       2,050,000  $            -
                                              ===============  ===============  ==============

                                                  For the Three Months Ended June 30, 2001

BASIC LOSS PER SHARE
Loss to common shareholders                   $             -        2,050,000  $            -
                                              ===============  ===============  ==============

                                                   For the Six Months Ended June 30, 2002

BASIC LOSS PER SHARE
Loss to common shareholders                   $        (8,337)       2,050,000  $            -
                                              ===============  ===============  ==============


                                                   For the Six Months Ended June 30, 2001

BASIC LOSS PER SHARE
Loss to common shareholders                   $        (3,355)       2,050,000  $            -
                                              ===============  ===============  ==============
</TABLE>


        The  effect  of   outstanding   common   stock   equivalents   would  be
anti-dilutive for June 30, 2002 and 2001 and are thus not considered.

                                        9


<PAGE>

                             RED BUTTE ENERGY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Continued)

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Foreign Currency Translation

        The  functional  currency of the Company is  Canadian  dollars.  Balance
sheet accounts are translated to U.S. dollars at the current exchange rate as of
the  balance  sheet  date.  Income  statement  items are  translated  at average
exchange  rates  during the period.  The  resulting  translation  adjustment  is
recorded as a separate component of stockholders' equity.

Reclassifications

        Certain   reclassifications   have  been  made  in  the  2001  financial
statements to conform with the 2002 presentation.

Advertising Expense

        Advertising costs are expensed when the services are provided.

Income Taxes

        The  Company  has a net  operating  loss for  income  taxes.  Due to the
regulatory  limitations  in  utilizing  the loss,  it is  uncertain  whether the
Company  will be able to  realize a benefit  from  these  losses.  Therefore,  a
deferred  tax  asset  has  not  been  recorded.  There  are no  significant  tax
differences requiring deferral.

Concentrations of Credit Risk

        The  Company  has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.

                                       10


<PAGE>

                             RED BUTTE ENERGY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Continued)

NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

Depreciation

        Fixed  assets  are  stated at cost.  Depreciation  and  amortization  is
calculated  on a  straight-line  basis over the  estimated  useful  lives of the
assets as follows:

                 Asset                        Rate
---------------------------------------  --------------

Computer equipment                              3 years
Furniture and equipment                         5 years

        Maintenance  and  repairs  are charged to  operations;  betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

NOTE 3 - COMMITMENTS

        As of June 30, 2002 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 4 - STOCK SPLIT

        On May 6, 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.

        On February 23, 2000 the Board of Directors authorized the acceptance of
800,000  shares of  restricted  common  stock  returned to the Company by and on
behalf of Mr.  Daniel L.  Hodges,  formerly the sole Officer and Director of the
Company.  The 800,000  shares were canceled  immediately  upon receipt.  Also on
February 23, 2000 the Board of Directors  authorized a 27 to 1 stock split. As a
result of this split the Company issued 5,200,000 shares of common stock.

        On March 19,  2002 the  Board of  Directors  approved  a 1 for 8 reverse
stock split.  All  references in the  accompanying  financial  statements to the
number of common shares and per-share  amounts have been restated to reflect the
stock split and cancellation of shares.

                                       11


<PAGE>

                             RED BUTTE ENERGY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Continued)

NOTE 5 - SUBSEQUENT EVENTS

        Subsequent  to the name change and change of direction  for the Company,
it has been pursuing  opportunities in the oil and gas industry. The Company has
entered into a letter of intent to acquire an undivided 50% interest in the Coal
Creek Basin Property and adjacent  properties in McBrien Twp,  Ontario,  Canada.
This property is being explored for coal bed methane.  The Company expects to be
able to finalize and close this  agreement  in short order.  The Company is also
pursuing other opportunities in oil and gas in Canada and California.

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

        This  discussion   should  be  read  in  conjunction  with  Management's
Discussion and Analysis of Financial  Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended December 31, 2001.

Plan of Operation

        The  Company  was  organized  for the  purpose of  creating a  corporate
vehicle to seek,  investigate and, if such  investigation  warrants,  acquire an
interest in one or more  business  opportunities  presented  to it by persons or
firms who or which  desire  to seek  perceived  advantages  of a  publicly  held
corporation.

        The   Company  may  incur   significant   post-merger   or   acquisition
registration costs in the event management wishes to register a portion of their
shares for subsequent  sale. The Company will also incur  significant  legal and
accounting  costs in  connection  with the  acquisition  including  the costs of
preparing post- effective amendments,  Forms 8-K, agreements and related reports
and documents.

        The Company will not have  sufficient  funds (unless it is able to raise
funds  in  a  private  placement)  to  undertake  any  significant  development,
marketing and manufacturing of the products acquired. Accordingly, following the
acquisition,  the Company  will, in all  likelihood,  be required to either seek
debt or equity  financing or obtain funding from third parties,  in exchange for
which the  Company  may be  required  to give up a  substantial  portion  of its
interest in the acquired product. There is no assurance that the Company will be
able  either to  obtain  additional  financing  or  interest  third  parties  in
providing  funding for the further  development,  marketing and manufacturing of
any products acquired.

                                       12


<PAGE>

        On March 13, 2002 the majority  shareholders of the Company entered into
an agreement whereby investors  associated with Epic Finance  Corporation agreed
to acquire the shares owned by the majority shareholders.

        On March 19,  2002 the  Board of  Directors  approved  a 1 for 8 reverse
stock split. As well on the same date the Company changed it's name to Red Butte
Energy, Inc.

        On April 18, 2002 the Company entered into a letter of intent to acquire
an undivided  50% interest in the Coal Creek Basin and  adjacent  properties  in
McBrien Twp.,  Ontario,  Canada.  The Company will explore the property for coal
bed methane. The Company expects to complete this agreement shortly.

        The Company will  continue to pursue  opportunities  in coal bed methane
and oil and gas principally but not limited to Canada and California.

        The  Company  will not  proceed  with the  development  of any  software
business in Asia. Similarly the Company has decided not to operate any web based
business  related  to  sportbikes  or  any  other  products.  The  Company  will
concentrate on opportunities in the oil and gas industry.

Results of Operations

        From  April  7,  1997 to July  9,  1999,  the  Company  was an  inactive
corporation.  From July 9, 1999, the Company was a development stage company and
had not begun principal operations.

 During 2001 and 2000,  the Company  attempted  to provide an internet  web site
that  has  since  proved  uneconomical  and  has  been  abandoned.  Accordingly,
comparisons with prior periods are not meaningful.

Liquidity and Capital Resources

        The  Company has met its  capital  requirements  through the sale of its
Common Stock.

        Since  the  Company's  re-activation  in July  9,  1999,  the  Company's
principal  capital  requirements have been the funding of the development of the
Company.

        The Company  expects future  development  and expansion will be financed
through cash flow from  operations and other forms of financing such as the sale
of  additional  equity and debt  securities,  capital  leases  and other  credit
facilities.  There are no assurances  that such  financing  will be available on
terms acceptable or favorable to the Company.

Government Regulations

        The Company is subject to all pertinent  Federal,  State, and Local laws
governing its business.  The Company is subject to licensing and regulation by a
number of authorities in its Province (State) or municipality. These may include
health, safety, and fire regulations.  The Company's operations are also subject
to Federal and State minimum wage laws governing such matters as working

                                       13


<PAGE>



conditions and overtime.

Competition

        The Company  faces  competition  from a wide variety of coal bed methane
operators,  many of which have substantially  greater  financial,  marketing and
technological resources than we have.

        We  believe  however,   numerous   opportunities   for  development  and
participation in coal bed methane and oil and gas plays for an aggressive junior
company.  The Coal Creek  opportunity  is  significant in that while it was well
researched  and  evaluated  in prior years as a coal  deposit  there has been no
significant  follow up with the  opportunity  to develop the methane  associated
with the coal. There has been in recent years new emphasis on the development of
coal bed  methane  related  to high  energy  costs  and a desire  for more  self
sufficiency  in energy  resources  within  North  America.  This has  caused the
Company to desire to acquire this project as it could be of significant economic
value.

Employees

        As of June 30, 2002, the Company had no employees.

                                 PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

        The  Company  is not  engaged  in any legal  proceedings  other than the
ordinary routine  litigation  incidental to its business  operations,  which the
Company does not believe, in the aggregate,  will have a material adverse effect
on the Company, or its operations.

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 AND REPORTS ON FORM 8-K

                                       14


<PAGE>


        (a)   The following exhibits are included as part of this report:

Exhibit

Number         Title of Document

2.1  Change in Control Agreement dated January 15, 2001 (1)
3.1  Articles of Incorporation (2)
3.2  Amended Articles of Incorporation (2)
3.3  Bylaws (2)
99.1 Certification Pursuant to 18 U.S.C. ss 1350, As Adopted Pursuant to Section
     906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification Pursuant to 18 U.S.C. ss 1350, As Adopted Pursuant to Section
     906 of the Sarbanes-Oxley Act of 2002.


(1)  Incorporated  by reference  to the  Registrant's  quarterly  report on Form
     10-QSB filed on May 21, 2001.

(2)  Incorporated  by reference to the  Registrant's  registration  statement on
     Form 10-SB filed on October 20, 1999.

     (b)  Reports  on Form 8-K filed.  No reports on Form 8-K were filed  during
          the prior quarter.

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report  to be  signed  on its  behalf  by the  undersigned,  thereto  duly
authorized.

                             RED BUTTE ENERGY, INC.
                                  (Registrant)


Date:   August 19, 2002          By: /S/     Charles Spooner
                                    --------------------------------------------
                                    Charles Spooner
                                    Director
                                    (Principal Executive Officer)
                                    (Principal Financial and Accounting Officer)




                                       15