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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period November 30, 2010

[ X ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from October 31, 2010 to January 31, 2011

Commission file number: 001-05970

Silver Butte ~~Co., Inc.~~Company

(Exact name of registrant as specified in its charter)


NEVADA		82-0263301
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

601 W Main Avenue, Suite 1017 Spokane, WA		99201
45 NE Loop 410, Ste. 495, San Antonio, TX		78216
(Address of principal executive offices)		(Zip Code)

~~(509) 462~~210-~~0315~~524-9724

(Issuer's telephone number, including area code)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange:


Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.)

Yes [X ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: At ~~January~~May 819, 2011, 1927,~~680~~292,~~412~~0111 shares of the Company’s common stock were outstanding.

Note 1. This figure represents the number of common shares issued and outstanding assuming the reverse stock split had been implemented. The reverse stock split has not been implemented. This implementation cannot be completed until the Securities and Exchange Commission's review of the Company's Information Statement on Schedule 14C has cleared comments. (See Part II, Item 5. Other Information)

SILVER BUTTE ~~CO., INC.~~COMPANY

FORM 10-Q

For the Quarter Ended January 31, 2011

TABLE OF CONTENTS

PART I.

ITEM 1. FINANCIAL INFORMATION

FINANCIAL INFORMATION

~~Balance~~ CONSOLIDATED ~~Sheets~~BALANCE SHEETS

~~Statements~~ CONSOLIDATED ofSTATEMENT ~~Operations~~OF OPERATIONS

For the three months ended November 30, 2010 and 2009

Statements of Cash Flows

For the three months ended November 30, 2010 and 2009

~~Notes~~ CONSOLIDATED toSTATEMENT ~~Financial~~OF ~~Statements~~CASH ~~- Unaudited~~FLOWS

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS.

~~ITEM~~ NOTES 3.TO THE CONSOLIDATED FINANCIAL STATEMENTS

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

ITEM 4.

CONTROLS AND PROCEDURES

PART II

ITEM 1.

LEGAL PROCEEDINGS

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

ITEM 4.

REMOVED AND RESERVED

ITEM 5.

OTHER INFORMATION

ITEM 6.

EXHIBITS

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

RESULTS OF OPERATIONS.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

ITEM 4. CONTROLS AND PROCEDURES

PART II

ITEM 1. LEGAL PROCEEDINGS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

ITEM 4. REMOVED AND RESERVED

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS

SIGNATURES

PART I.

~~ITEM~~Item 1. ~~FINANCIAL~~Financial ~~INFORMATION~~Information

~~Silver~~ SILVER ~~Butte~~BUTTE ~~Co.,~~COMPANY ~~Inc.~~

~~Balance~~CONSOLIDATED ~~Sheets~~BALANCE SHEETS

(unaudited)


			(Unaudited)
			At January 31,	At October 31,
			2011	2010
ASSETS
CURRENT ASSETS:
	Cash	$	8,287	$ 48,225
	Prepaid expenses		8,750	8,750
	TOTAL CURRENT ASSETS		17,037	56,975

PROPERTY, PLANT, AND EQUIPMENT (Net of depreciation
	of $ 413,972 and $ 386,619 respectively)		695,991	713,855

OTHER ASSETS: Oil lease			49,489	-

	TOTAL ASSETS	$	762,517	$ 770,830

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
	Accounts payable	$	105,257	$ 9,225
	Payable to related party		213,145	6,041
	Current portion of long term debt		164,878	162,834
	Total current liabilities		483,280	178,100

LONG TERM DEBT			129,268	171,166

STOCKHOLDER PAYABLE			210,100	210,100

	TOTAL LIABILITIES		822,648	559,366

STOCKHOLDERS’ (DEFICIT) EQUITY:
	Preferred stock, $.001 par, 50,000,000 authorized,
	11,000,000 issued and outstanding		11,000	11,000
	Common stock, $.001 par, 1,100,000,000 authorized
	27,292,011 and 26,950,000 shares issued and
	outstanding respectively		27,292	26,950
	Additional paid-in capital		162,018	196,483
	Accumulated deficit		(260,591)	(22,969)
	Non controlling interest		150	-
	TOTAL STOCKHOLDERS' (DEFICIT) EQUITY		(60,131)	211,464
	TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	$	762,517	$ 770,830

	November 30,	August 31,
	2010	2010
ASSETS
Current assets:
Cash and cash equivalents	$ 9,323	$ 17,816
Total assets	$ 9,323	$ 17,816
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$ 8,255	$ 9,560
Total current liabilities	8,255	9,560
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; 19,680,412 shares issued
and outstanding	19,680	19,680
Additional paid-in capital	1,015,089	1,015,089
Accumulated deficit	(1,033,701)	(1,026,513)
Total stockholders’ equity	1,068	8,256
Total liabilities and stockholders’ equity	$ 9,323	$ 17,816

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

~~The accompanying notes are an integral part of these financial statements.~~3

.SILVER BUTTE COMPANY

3CONSOLIDATED STATEMENT OF OPERATIONS

~~Silver~~FOR ~~Butte~~THE ~~Co.~~THREE MONTH PERIOD ENDING JANUARY 31, ~~Inc.~~2011

~~Statements of Operations~~(UNAUDITED)

(unaudited)




REVENUE		$	116,773

OPERATING EXPENSES:
	Salary expense		161,333
	Drilling expenses		101,362
	Administrative expenses		60,242
	Depreciation expense		27,353

OPERATING LOSS			(233,517)

OTHER (EXPENSE): Interest			(4,105)

NET LOSS		$	(237,622)

NET LOSS PER COMMON SHARE		$	(0.01)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING			27,292,011

~~For~~ The ~~the~~accompanying ~~three~~notes ~~months~~are ~~ended~~an ~~November~~integral ~~30,~~part ~~2010~~of ~~and~~these ~~2009~~unaudited financial statements

	2010	2009
Operating expenses:
Professional service fees	$ 6,875	$ 7,777
Other general and administrative	313	235
Total operating expenses	7,188	8,012
Net loss	$ 7,188	$ 8,012
Loss per common share – basic and diluted	0.00	0.00
Weighted average common shares outstanding –
basic and diluted	19,680,412	19,159,094

~~The~~SILVER ~~accompanying~~BUTTE ~~notes are an integral part of these financial statements.~~COMPANY

.CONSOLIDATED STATEMENT OF CASH FLOWS

4FOR THE THREE MONTH PERIOD ENDING JANUARY 31, 2011

~~Silver Butte Co., Inc.~~(UNAUDITED)

Statements of Cash Flows



CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss			$	(237,622)
	Adjustments to reconcile net loss to net cash
		used in operating activities:
		Depreciation			27,353
	Changes in assets and liabilities:
		Accounts payable			96,032
		Accounts payable - related parties			157,615

			Net cash provided by operating activities		43,378

CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of equipment				(9,489)
	Net liabilities assumed in reverse merger				(33,973)

			Net cash (used) by investing activities		(43,462)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Payments on long term debt				(39,854)

			Net cash (used) by financing activities		(39,854)

			NET DECREASE IN CASH		(39,938)

			CASH AT BEGINNING OF PERIOD		48,225

			CASH AT END OF PERIOD	$	8,287

SUPPLEMENTAL CASH FLOW DISCLOSURES:
	Cash paid during the period for:
		Interest		$	4,105
		Income taxes		$	-

	Non-cash investing and financing activities:
		Acquisition of oil lease		$	49,489
		Assumption of related party debt to acquire oil lease		$	(49,489)

( The accompanying notes are an integral part of these unaudited) financial statements

~~For the three months ended November 30, 2010 and 2009~~5

	2010	2009
Cash flows from operating activities:
Net loss	$ (7,188)	$ (8,012)
Adjustments to reconcile net loss to net cash
used in operating activities:
Increase (decrease) in:
Accounts payable	(1,305)	2,305
Net cash used by operating activities	(8,493)	(5,707)
Cash flows from financing activities:
Proceeds from sale of common stock	-	35,500
Net cash provided by financing activities	-	35,500
Net increase (decrease) in cash and cash equivalents	(8,493)	29,793
Cash, beginning of period	17,816	4,619
Cash, end of period	$ 9,323	$ 34,412

SILVER BUTTE COMPANY

~~The~~NOTES ~~accompanying~~TO ~~notes~~THE ~~are~~CONSOLIDATED anFINANCIAL ~~integral part of these financial statements.~~STATEMENTS

5(Unaudited)

~~Silver~~NOTE ~~Butte~~1 ~~Co.,~~– ~~Inc.~~BASIS OF PRESENTATION

~~Notes~~The unaudited consolidated financial statements of Silver Butte Company (“The Company”) included herein have been prepared pursuant to ~~Financial~~the ~~Statements~~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 consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended October 31, 2010 of Gulfmark Energy Group, Inc. and the proforma consolidated financial statements (combining Silver Butte Company and Gulfmark Energy Group, Inc.) which were filed in an 8-K ~~Unaudited~~in January, 2011 pursuant to a share exchange agreement between Silver Butte Company and Gulfmark Energy Group, Inc.

1Prior to the share exchange agreement, Silver Butte Company had a fiscal year end of August 31st. ~~Basis~~ Pursuant to the share exchange agreement, Silver Butte Company adopted the fiscal year end of ~~Presentation~~Gulfmark Energy Group, Inc., which is October 31st. These consolidated financial statements for this 10-Q report include financial activity of Silver Butte Company and Gulfmark Energy Group, Inc. from November 1, 2010 through January 31, 2011.

~~These~~The ~~unaudited~~consolidated financial statements ~~of Silver Butte Co., Inc. (“the Company”)~~ included herein ~~have~~reflect ~~been~~all ~~prepared~~normal ~~pursuant~~recurring toadjustments ~~the~~that, ~~rules~~in ~~and~~the ~~regulations~~opinion of ~~the~~management, ~~Securities~~are ~~and~~necessary ~~Exchange~~for ~~Commission. Although~~a ~~certain~~fair ~~information~~presentation. ~~normally~~The ~~included~~results infor ~~financial~~interim ~~statements~~periods ~~prepared~~are innot ~~accordance~~necessarily ~~with~~indicative ~~accounting principles generally accepted in the United States~~ of ~~America~~trends ~~have been condensed~~ or ~~omitted,~~of ~~the~~results ~~Company believes that the disclosures are adequate~~ to ~~make the information presented not misleading. These financial statements should~~ be ~~read~~expected ~~in conjunction with the financial statements and notes thereto~~ for the ~~fiscal~~full year ended ~~August~~October 31, ~~2010, included in the Company’s Form 10-K~~2011.

~~The~~NOTE ~~financial~~2 ~~statements~~– ~~included~~GOING 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, 2011.CONCERN

6During the three months ended January 31, 2011, Silver Butte Company incurred a net loss of $237,622 and had negative cash flows from operations. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

For the immediate future, the Company will attempt to raise up to $250,000 via a convertible debenture private placement to accredited investors.

The Company is aware that in order to be fully operational and profitable, it will have to raise substantial capital. This needed capital could be raised through a combination of debt financing, sale of common stock, or direct joint venture participation in various drilling sites. The Company has no assurance that future financing will be available. If this additional financing is not available, Silver Butte may be unable to continue its operations. In addition, any equity financing or convertible debt financing could result in additional dilution to existing shareholders.

SILVER BUTTE COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 – STOCKHOLDERS’ EQUITY

On January 12, 2011, Silver Butte Company entered into a share exchange agreement with Gulfmark Energy Group, Inc. whereby Silver Butte Company committed to issue 1,072,000,027 shares of common stock and 11,000,000 shares of series “A” preferred stock to the shareholders of Gulfmark Energy Group, Inc. in exchange for 26,800,000 shares of Gulfmark Energy Group, Inc. common stock and 11,000,000 shares of its preferred stock. After the issuance of the 1,072,000,027 shares of common stock, Silver Butte Company effectuated a forty to one reverse stock split. After this reverse stock split, there were 27,292,011 shares of Silver Butte Company’s common stock outstanding.

Our financial statements assume that the corporate reorganization has been completed and the Company has 1,100,000,000 authorized common shares, 27,292,011 issued and outstanding and 50,000,000 authorized preferred shares, 11,000,000 Series "A" preferred shares outstanding.

For comparative purposes, the issued and outstanding number of shares of common stock in these financial statements has been given the effect and adjusted for the 40 to 1 reverse stock split as previously reported in the Pro Forma Consolidated Financial Statements at October 31, 2010.

Following is a schedule of the common stock activity pursuant to the share exchange agreement:


Balance of shares outstanding prior to the share exchange agreement		19,680,412

Issuance of shares pursuant to the share exchange agreement		1,072,000,027

Balance prior to the reverse split		1,091,680,439

Balance adjusted for the 40:1 reverse split		27,292,011

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

~~General~~Management’s discussion and analysis of financial condition and results of operations

~~This Form 10-Q contains forward-looking statements.~~ Forward~~-looking~~ ~~statements~~Looking 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.Statements

~~Plan~~Some of ~~Operation~~the statements contained in this Current Report that are not historical facts are “forward-looking statements” which can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Current Report, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

~~The~~• ~~Company’s~~our ~~purpose~~ability is to ~~seek,~~raise ~~investigate~~capital ~~and,~~when ifneeded ~~such~~and ~~investigation~~on ~~warrants,~~acceptable ~~acquire~~terms an interest in business opportunities presented to it by persons or firms who 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.~~ conditions;

~~The~~• ~~Company~~our ~~may~~ability ~~seek a business opportunity with entities which have recently commenced operations, or wish~~ to ~~utilize~~attract ~~the~~and ~~public~~retain ~~marketplace in order to raise additional capital in order to expand into new products or markets~~management, ~~to develop a new product or service, or for other corporate purposes. The Company may acquire assets~~ and ~~establish~~to ~~wholly-owned~~integrate ~~subsidiaries in various businesses, or acquire existing businesses as subsidiaries. Business opportunities may be available in many different industries~~ and atmaintain ~~various~~technical ~~stages~~information ~~of development, all of which will make the task of comparative investigation~~ and ~~analysis~~management ofinformation ~~such business opportunities extremely difficult and complex.~~systems;

~~Management~~• of the ~~Company~~intensity ~~will rely primarily upon their own efforts to accomplish the business purposes~~ of ~~the~~competition; ~~Company. It is not anticipated that any outside consultants or advisors, other than the Company's legal counsel, will be utilized by the Company to effectuate its business purposes described herein.~~and


	•		general economic conditions.

All written and oral forward-looking statements made in connection with this Current Report that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

Share Exchange Agreement and Summary of Corporate Structure

On January 12, 2011, Silver Butte Company completed the acquisition of Gulfmark Energy Group, Inc. pursuant to which Silver Butte issued the stockholders of Gulfmark, in exchange for their Gulfmark common stock, the right to receive an aggregate of 1,072,000,027 common shares of Silver Butte’s common stock and 11,000,000 series A preferred shares of stock. It was agreed that all existing shares of common stock (including the preexisting shares of outstanding common stock of Silver Butte Company) be subject to a forty to one reverse stock split. Gulfmark Energy Group, Inc. owns two subsidiaries: Blanco Drilling, Inc. and Gulfmark Resources, Inc. Blanco Drilling, Inc. commenced drilling operations in November, 2010, and Gulfmark Resources, Inc. acquired the 4,261 net acre Kiefer lease located in Zavala County, Texas on January 7, 2011.

Gulfmark Resources, Inc. acquired the Kiefer lease from a related party corporation. The lease had a cost carryover basis of $10,804 from the transferor, and Gulfmark Resources spent an additional

$38,685 on “top lease” fees to the lessors. Thus, the Kiefer has a capitalized cost of $49,489. This lease is situated over the Eagle Ford shale formation. Gulfmark Resources plans to commence drilling one well on this lease prior to August 4, 2011.

Revenues

During the quarter ended January 31, 2011, the only revenues (on a consolidated basis) was from one oil well drilling contract (Blanco Drilling, Inc.), and totaled $116,773.

Expenses

Total expenses for the quarter ended January 31, 2011 were $354,395, and were primarily comprised of drilling expenses ($101,362), salary expense ($161,333), and administrative expenses ($60,242).

Liquidity and Capital Resources

As of January 31, 2011, the Company (consolidated corporations) had a cash balance of $8,287 and current liabilities of $483,280. Subsequent to January 31, 2011, the Company commenced to raise up to $250,000 on a convertible debt instrument available to accredited investors. The Company is also attempting to raise drilling funds for at least one well. We estimate that it will cost approximately $3 million to drill and complete one will in the Eagle Ford shale formation.

We are exploring a variety of financing options which include the sale of equity, debt securities and joint venture partners in regard to our proposed oil drilling plans.

Significant financing will be required in order to meet current obligations and projected cash flow deficits from our proposed drilling operations. There is no guarantee that the Company will be successful in raising the requisite funds or entering into joint venture agreements on terms acceptable to us.

We plan to initiate our operational activities upon the consummation of our proposed capital raising activities or joint ventures. However, if we are not successful in raising sufficient capital or finding joint venture partners on terms acceptable to us, this would have a material adverse effect on our proposed business, results of operations liquidity, and financial condition. These proposed capital raising and joint venture activities, if successful, are likely to result in substantial dilution to our existing stockholders or a reduction in the working interest in our Kiefer lease and could result in the placing of one or more liens against some or all of our assets or reducing future oil revenue cash flows, if any.

The Company’s future cash requirements will be substantial and will depend on many factors, some of which are outside the control of the Company. Such factors include the problems, delays, expenses and complications frequently encountered by oil exploration and production companies in connection with the proposed business operations and plans.

The Company may seek additional funding through public or private equity or debt financings or joint ventures. To the extent the Company raises additional capital by issuing equity securities, ownership dilution to existing stockholders will result and future investors may be granted rights superior to those of existing stockholders. There can be no assurance, however, that additional funding or joint ventures will be available to the Company on acceptable terms, or at all.

Critical Accounting Policies

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which requires 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.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Inflation

It is our opinion that inflation has not had a material effect on our operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

AnWe ~~evaluation~~maintain ~~was~~disclosure ~~performed~~controls ofand ~~the~~procedures ~~effectiveness~~(as ofdefined ~~the~~in ~~design~~Rules 13a-15(e) and ~~operation~~15d-15(e) of the ~~Company's~~Securities ~~disclosure~~Exchange ~~controls~~Act ~~and~~of ~~procedures~~1934, byas amended (the ~~Company’s~~“Exchange ~~President~~Act”) ~~and~~that ~~the~~are ~~Secretary/Treasurer.~~designed ~~Based~~to onbe ~~that~~effective ~~evaluation,~~in ~~they~~providing ~~concluded~~reasonable assurance that ~~disclosure~~information ~~controls~~required ~~and~~to ~~procedures~~be ~~were~~disclosed ~~effective~~in asour ofreports ~~November~~under 30the Exchange Act is recorded, ~~2010~~processed, summarized and reported within the time periods specified in ~~ensuring~~the ~~that~~rules ~~all~~and ~~material~~forms ~~information~~of ~~required~~the toSecurities beand ~~filed~~Exchange inCommission ~~this~~(the ~~quarterly~~“ ~~report~~SEC”), ~~has~~and ~~been~~that ~~made~~such ~~known~~information is accumulated and communicated to ~~them~~our inmanagement ato allow timely ~~fashion~~decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Principal Financial Officer (Chairman of the Board), of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective at a reasonable assurance level as of January 31, 2011 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Principal Financial Officer (Chairman of the Board), as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There ~~has~~was ~~been~~ no change in our internal ~~control~~controls over financial reporting ~~during~~identified in connection with the ~~three~~requisite ~~month~~evaluation ~~period~~that ~~ended~~occurred ~~November~~during ~~30,~~our ~~2010,~~last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations

Our management, including our Chief Executive Officer and Principal Financial Officer (Chairman of the Board), does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II

ITEM 1. LEGAL PROCEEDINGS

~~LEGAL PROCEEDINGS~~NONE

~~NONE~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~ITEM~~On 2January 12, 2011, Silver Butte Company. ("the Company") entered into a Share Exchange Agreement with Gulfmark Energy Group, Inc. ("Gulfmark") and its four principal(4) shareholders, excluding one minority shareholder, Paulyana Production Corporation which owns 150,000 Gulfmark common shares. The Company acquired 26,800,000 shares of the 26,950,000 issued and outstanding capital stock of Gulfmark in exchange for 1,072,000,027 Company common shares and 11,000,000 Series A Preferred Shares. The common stock, when issued, will represent 98.1% of the Company's issued and outstanding capital stock.

~~UNREGISTERED~~Currently, ~~SALES~~the OFCompany ~~EQUITY~~has ~~SECURITIES~~insufficient ~~AND~~authorized ~~USE~~common OFand ~~PROCEEDS~~preferred stock capital to issue all of the shares required under the Exchange Agreement. The Company will initially issue 278,759,367 common shares which represents nearly all of its available common stock under the Company's current authorized common stock capital. The 278,759,367 shares represents 93.4% of our voting common stock.

~~NONE~~These securities were issued in a private transaction pursuant to Section 4(2) of the Securities Act of 1933, as amended, (the, “Act”) and are deemed restricted securities and may not be publicly resold, without registration under the Act or unless exempt from the registration requirements of the Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~DEFAULTS UPON SENIOR SECURITIES~~ None

~~NONE~~ITEM 4. REMOVED AND RESERVED

ITEM 45. OTHER INFORMATION

~~REMOVED AND RESERVED~~(a)

~~ITEM~~Securities 5.and Exchange Commission (SEC) Staff Comments:

~~OTHER~~To ~~INFORMATION~~date, the Company has not completed its corporate reorganization because the Preliminary Information Statement filed on Schedule 14C has been subject to review by the SEC staff. The SEC staff had requested that we postpone filing the Definitive Information Statement pending resolution of matters pertaining to their comments on our Information Statement. Once the Information statement comments are resolved, we will file a Definitive Information Statement. This will permit us to commence the reorganization process. On May 10, 2011, we filed our most recent response to three staff comments on the Preliminary Information Statement. We are awaiting the staff's response to our most recent amended Information Statement filing.

~~(a)~~12

~~Letter of Intent~~(b)

OnTransitional ~~December~~Quarterly 30, 2010, the Company entered into a non-binding letter of intent to acquire Gulfmark Energy Group, Inc. Subject to the completion of due diligence and the drafting of definitive documents, the Board of Directors plans to acquire Gulfmark Energy Group, Inc. in a share exchange transaction whereby the Company would issue 1,078,000,027 common shares and 11,000,000 Series B preferred shares, subject to amending its articles of incorporation. Prior to the amendment, the Company would issue the Gulfmark shareholders 280,319,588 common shares, which would represent 93.4% of the Company's voting common stock. Upon closing, the transaction will be reported on a Form 8-K pursuant to SEC reporting requirements. At a later date, after the balance of the exchange shares have been issued under the terms of the exchange transaction, the Company would be required to implement a reverse split of its issued and outstanding common stock on a forty-for-one basis (40Report:1). After the acquisition is complete and all shares issued under the terms and conditions of the agreement, the Company would have approximately 27,442,010 shares, of which the Gulfmark shareholders would own 98.2% and the Company shareholders would own 1.8% of the issued and outstanding common shares.

Silver Butte changed its fiscal year end when it was acquired by Gulfmark Energy Group, Inc. Gulfmark isEnergy anhad ~~independent~~a ~~oil~~fiscal ~~and~~year ~~natural~~end ~~gas~~of ~~company~~October ~~engaged~~31. Since inGulfmark ~~the~~was ~~exploration,~~considered ~~development~~the ~~and~~accounting ~~production~~acquirer, we ofchanged ~~predominately~~our ~~oil~~fiscal ~~producing~~year ~~property~~end ~~located~~from inAugust ~~the~~31 ~~State~~to ofOctober ~~Texas. Its~~31 ~~business~~thereby ismatching ~~comprised~~Gulfmark's offiscal anyear ~~oil~~end. This ~~and~~changed ~~gas~~our ~~property~~SEC ~~and~~reporting ~~a drilling company~~periods. ~~Gulfmark~~ The ~~has~~period ~~approximately~~ending 4January 31,~~261~~ ~~net~~2011 ~~acres~~reflects ~~under~~the ~~lease~~transitional inperiod ~~the~~required ~~Eagle~~by ~~Ford~~the ~~Shale~~fiscal ~~play~~year ~~located~~end in change.

8(c)

~~Zavala~~Stockholders' ~~County, Texas. Gulfmark, through its subsidiary, owns two oilfield drilling units and associated equipment and rolling stock with the capability to drill 4,000 and 8,000 foot oil wells.~~Equity:

~~(b)~~This report reflects stockholders' equity as though the articles of incorporation had been amended, the balance of the 1,072,000,027 shares issued to the Gulfmark shareholders and the reverse stock split implemented. After the issuance of 1,072,000,027 shares of its common stock for the reverse acquisition, Silver Butte will implement a 40 to 1 reverse stock split of the total 1,091,680,439 common shares outstanding. After the reverse stock split there will be 27, 292,011 outstanding shares of common stock.

~~Amended~~For ~~Bylaws~~comparative purposes, the issued and outstanding number of shares of common stock in the financial statements included in this report have been given the effect and adjusted for the 40 to 1 reverse stock split as previously reported in the Pro Forma Consolidated Financial Statements at October 31, 2010.

On January 7, 2011, the board of directors amended the Company's Bylaws.

ITEM 6.

EXHIBITS

Exhibit 331.1 – Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 32.1 – ~~Amended~~Certification ~~Bylaws~~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 31.1~~13

– 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

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 ~~CO., INC.~~COMPANY

(Registrant)

~~By:~~ /s/ ~~Terrence~~Michael JR. ~~Dunne~~Ward

~~Terrence J. Dunne, President and Director~~By:________________________________

~~Principal~~Michael ~~Executive~~R. ~~and~~Ward, ~~Financial Officer~~President

~~Date: January~~Principal ~~12,~~Executive ~~2011~~ Officer and Chief Financial Officer

10Date: May 19, 2011

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