UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-QSB/A

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  2,350,000

         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
November 14, 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
                                                            -----------------   -----------------
      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 2,350,000 shares
    at June 30, 2002 and 2,050,000 shares at                            2,350               2,050
    December 31, 2001
  Paid-In Capital                                                     215,862              18,162
  Stock Subscription Receivable                                      (165,000)                  -
  Retained Deficit                                                   (273,432)           (273,432)
  Deficit Accumulated During the
     Development Stage                                                (45,650)             (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                        40,897          --          41,337          --           45,650
                                                -----------   -----------   -----------   -----------    -----------
      Total Expenses                                 40,897          --          41,337          --           45,650
                                                -----------   -----------   -----------   -----------    -----------


Discontinued Operations:
   Income (Loss) from
     Discontinued Operations                           --         (11,873)         --         (15,208)          --
                                                -----------   -----------   -----------   -----------    -----------


     Net Loss                                   $   (40,897)  $   (11,873)  $   (41,337)  $   (15,208)   $   (45,650)
                                                ===========   ===========   ===========   ===========    ===========

Basic & Diluted loss per share                  $     (0.02)  $     (0.01)  $     (0.02)   $     (0.01)
                                                ===========   ===========   ===========    ===========
</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                                     $        (41,337)$         (15,208)$         (45,650)

Adjustments to reconcile net loss to net cash
 provided by operating activities:
      Depreciation and amortization                                      820             2,505             1,138
      Stock issued for services                                       33,000                 -            33,000
Changes in Operating Assets and Liabilities
   (Increase) decrease in accounts receivable                              -            (1,235)                -
   (Increase) decrease in prepaid expenses                                 -                12                 -
   Increase (Decrease) in Accounts Payable                             4,465             5,147             4,465
                                                            ---------------- ----------------- -----------------
  Net Cash Used in operating activities                               (3,052)           (8,779)           (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            12,808             6,825
   Payment of short term notes payable                                     -                 -                 -
   Issuance of Stock for accounts payable                                  -                 -                 -
                                                            ---------------- ----------------- -----------------
Net Cash Provided by Financing Activities                              1,485            12,808             6,825
                                                            ---------------- ----------------- -----------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                           (1,567)            4,029              (222)
Cash and Cash Equivalents
  at Beginning of Period                                               2,086               (55)              741
                                                            ---------------- ----------------- -----------------

Cash and Cash Equivalents
  at End of Period                                          $            519 $           3,974 $             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 $319,000 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                             $          (40,897)           2,073,077  $           (0.02)
                                                        ==================  ===================  ==================

                                                                 For the Three Months Ended June 30, 2001
Basic Loss per Share
Loss to common shareholders                             $          (11,873)           2,050,000  $           (0.01)
                                                        ==================  ===================  ==================

                                                                  For the Six Months Ended June 30, 2002
Basic Loss per Share
Loss to common shareholders                             $          (41,337)           2,061,602  $           (0.02)
                                                        ==================  ===================  ==================


                                                                  For the Six Months Ended June 30, 2001
Basic Loss per Share
Loss to common shareholders                             $          (15,208)           2,050,000  $           (0.01)
                                                        ==================  ===================  ==================

</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 - STOCK TRANSACTIONS

         On June 24, 2002, the Company issued 300,000 shares of common stock for
$198,000 in consulting services to be performed over a six month period.

NOTE 6 - 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

                                       12

<PAGE>



third parties in providing  funding for the further  development,  marketing and
manufacturing of any products acquired.

         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

                                       13

<PAGE>



         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
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.

Item 3.  Controls and Procedures

The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer  have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this Quarterly Report on Form 10- QSB/A,  that the Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary to evaluate whether:

         (i)  this  Quarterly  Report  on  Form  10-QSB/A  contains  any  untrue
         statement  of a  material  fact  or  omits  to  state a  material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this Quarterly Report on Form 10-QSB/A, and

         (ii) the financial statements, and other financial information included
         in this  Quarterly  Report  on Form  10-QSB/A,  fairly  present  in all
         material  respects the financial  condition,  results of operations and
         cash flows of the Company as of, and for, the periods presented in this
         Quarterly Report on Form 10-QSB/A.

There have been no significant  changes in the Company's internal controls or in
other  factors  since  the  date of the  Chief  Executive  Officer's  and  Chief
Financial Officer's  evaluation that could  significantly  affect these internal
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.

                                       14

<PAGE>




                           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

         On June 24, 2002, the Company issued 300,000 shares of common stock for
$198,000 in consulting services to be performed over a six month period.

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

         (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

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<PAGE>



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



I,       Charles Spooner, certify that:

         1. I have reviewed this quarterly  report on form 10-QSB/A of Red Butte
Energy, Inc.

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report.

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d-14) for the registrant and have:


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<PAGE>


         A)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         B)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "evaluation
                  date"); and

         C)       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the evaluation date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

         A)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         B)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls.

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 19, 2002

/s/ Charles Spooner
Charles Spooner
Director
(Principal Executive, Financial and Accounting Officer)


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