As
filed with the Commission on August 16, 2007 File
No. 333 -144585
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
SB-2A
(Amendment
#1)
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
|
PORTAGE
RESOURCES INC.
|
|
(Name
of small business issuer in its
charter)
|
|
Nevada
|
1099
|
75-3244927
|
|
(State
or jurisdiction of incorporation
or
organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Identification No.)
|
|
990
Richard Street, Saint Wenceslas, Quebec, Canada, V3E 2Z3
(Telephone:
(819) 740 - 0810)
(Address
and telephone number of principal executive
offices)
|
|
990
Richard Street, Saint Wenceslas, Quebec, Canada, V3E 2Z3
(Address
of principal place of business or intended principal place of
business)
|
|
Empire
Stock Transfer Inc., 2470 St. Rose Parkway, Henderson, Nevada,
89075
Telephone:
(702) 818 - 5898
(Name,
address and telephone number of agent of
service)
|
|
Copies
to:
Daniel
B. Eng
Suite
230 - 1455 Response Road, Sacramento, California, 95814
Telephone:
(916) 752-1553 Fax: (916) 576-2642
|
Approximate
date of commencement of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box [X]
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement of the same offering. [ ]
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]
If
this
Form is a post-effective amendment filed pursuant to Rule 462 (d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering [ ]
If
delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box [ ]
CALCULATION
OF REGISTRATION FEE
|
Title
of each class
of securities
to
be registered
|
Number
of Shares
to be
Registered
|
Proposed
maximum
offering
price
per share
(i) (ii)
|
Proposed
maximum
aggregate
offering
price
|
Amount
of Registration
fee
(iii)
|
|
Common
stock
|
513,000
|
$0.05
|
$25,650.00
|
$3.27
|
(i)
Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) of the Securities Act of 1933.
| (ii) |
There
is no public market for the securities of Portage Explorations Inc.
Our
common stock is not traded on any national exchange and in accordance
with
Rule 457, the offering price was determined by the offering price
for
shares of Portage Explorations Inc. sold to subscribers by way of
a
private placement offering memorandum. The price of $0.05 is a fixed
price
at which the selling security holders may sell their shares unless
our
common stock is subsequently quoted on the OTC Bulletin Board at
which
time the shares may be sold at prevailing market prices or privately
negotiated prices.
|
| (iii) |
Fee
calculated in accordance with Rule 457(o) of the Securities Act of
1933.
|
The
registrant hereby amends this registration statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall file
a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8 (a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8
(a),
may determine.
Prospectus Subject
to Completion
Date:
August 16,
2007The
Information in this prospectus is not complete and may be
changed.
We
may not sell these securities until the registration statement with the
Securities and Exchange Commission is effective. This prospectus is not an
offer
to sell securities and it is not soliciting an offer to buy these securities
in
any state where the offering or sale is not permitted.
PORTAGE
RESOURCES INC
|
Offering
Price: $ 0.05 per share
|
|
Offering
by Selling Securities Holders: 513,000 Shares of Common
Stock
|
We
are
registering 513,000 shares of our common stock for resale by the selling
security holders identified in this prospectus. We will not receive any of
the
proceeds for the sale of the shares by the selling security holders. The shares
are being registered to permit public secondary trading of the shares being
offered by the selling security holders named in this prospectus. The number
of
shares of Portage Resources Inc. being registered by selling security holders
is
32.2% of our issued and outstanding common stock.
There
is
no public market for Portage Resources Inc.’s common stock.
The
selling security holders will sell at a price of $0.05 per share, provided
that
if our shares are subsequently quoted on the OTC Bulletin Board (“OTCBB”)
selling security holders may sell at prevailing market prices or privately
negotiated prices. It
is our
intention to find a market maker who will make an application to the NASD to
have our shares accepted for quotation on the OTCBB once this registration
statement becomes effective. There is no assurance our application to the NASD
will be approved.
Investing
in our common stock involves a high degree of risk. The reader should carefully
consider the factors described under the heading “Risk Factors” beginning at
page 5.
Neither
the Securities and Exchange Commission nor any State Securities Commission
has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal offense.
Dealer
Prospectus Delivery Instructions
Until
,
2007 all dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This
is
in addition to the dealers’ obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
The
date
of this prospectus is August , 2007.
-1-
Table
of Contents
|
Summary
of Prospectus
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3
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|
Risk
Factors
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5
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|
Use
of Proceeds
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13
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|
Determination
of Offering Price
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13
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|
Selling
Security Holders
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14
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|
Plan
of Distribution; Terms of the Offering
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16
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Business
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17
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Management’s
Discussion and Analysis or Plan of Operations
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27
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Management
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33
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Executive
Compensation
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36
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Principal
Shareholders
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37
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Description
of Securities
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38
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Certain
Transactions
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40
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Litigation
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41
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Interest
of Named Expert and Counsel
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41
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Market
for Common Shares
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41
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|
Additional
Information
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42
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|
Financial
Statements
|
42
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-2-
SUMMARY
OF PROSPECTUS
This
summary provides an overview of all material information contained in this
prospectus. Before making a decision to purchase the shares our selling security
holders are offering you should very carefully and thoroughly read the more
detailed information in this prospectus and review our financial statements.
Our
Business
The
Company was incorporated under the laws of the State of Nevada on July 20,
2006
under the name of Portage Resources Inc. (“Portage”). Our
fiscal year end is May 31. Our executive offices are located at 990 Richard
Street, Saint Wenceslas, Quebec, Canada, G0Z 1J0. Our telephone is (819) 740
-
0810. We do not have any subsidiaries, affiliated companies or joint venture
partners.
We
are a
start-up mineral company in the pre-exploration stage and have not generated
any
operating revenues since inception. We have incurred losses since inception
and
our auditors have issued a going concern opinion since we must raise additional
capital, through the sale of our securities, in order to fund our operations.
There is can be no assurance we will be able to raise this capital.
Our
sole
mineral property, the ROK 1-20 Claims (hereinafter the “Portage Claims”), is
located in the Yukon Territory (“Yukon”), Canada. We are the registered and
beneficial owner of a 100% interest in the Portage Claims located in Yukon,
Canada. Portage acquired the Portage Claims by staking for the sum of $3,263
on
December 13, 2006. We own no other mineral property and are not engaged in
the
exploration of any other mineral properties.
There
can
be no assurance that a commercially viable mineral deposit, an ore reserve,
exists on the Portage Claims or can be shown to exist unless and until
sufficient and appropriate exploration work is carried out and a comprehensive
evaluation of such work concludes economic and legal feasibility. Such work
could take many years of exploration and would require expenditure of very
substantial amounts of capital, capital we do not presently have and may never
be able to raise. To date, we have not conducted any exploration work on the
Portage Claims. We
have
funds sufficient to complete only Phase 1 of a three-phase exploration program
recommended for the Portage Claims. We anticipate completing Phase I during
the
early fall of 2007.
To
meet
our ongoing need for cash, to finance our continuing operations, we must
raise
additional capital through a private placement or public offering of shares
of
our common stock, or through loans from our officers and directors.. Our
officers and directors are unwilling to make any commitment to advance
funds to
the Company and we have made no arrangements whatsoever to raise additional
cash. If we are unable to raise the additional cash we will need to continue
operation we will have no alternative but to cease operations and go out
of
business which could result in the loss of your entire investment in our
common
stock.
The
following sets forth the number and percentage of outstanding shares of common
stock that will be sold by:
-3-
|
Number
|
Percentage
|
|
|
Selling
security holders other than our two officers and directors
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393,000
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24.7%
|
|
Our
two officers and directors who are among the Selling security
holders
|
120,000
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7.5%
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|
All
selling security holders including our two officers and directors
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513,000
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32.2%
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The
Offering
|
Common
stock offered
|
513,000
offered by the selling security holders including 120,000 shares
by our
directors and officers detailed in the section of the Prospectus
entitled
“Selling Security Holders” beginning on page 14.
|
|
Shares
of Common stock outstanding as of the date of this Prospectus
|
1,593,000
shares
|
|
Use
of proceeds
|
We
will not receive any proceeds from the sale of our common stock by
the
selling security holders.
|
|
Plan
of Distribution
|
The
offering is made by the selling security holders named in this Prospectus
to the extent they sell shares. Sales may be made at $0.05 per share,
provided that if our shares are subsequently traded on the OTCBB,
selling
security holders may sell at market or privately negotiated prices.
|
|
Risk
Factors
|
You
should carefully consider all the information in this Prospectus.
In
particular, you should evaluate the information set forth in the
section
of the Prospectus entitled “Risk Factors” beginning on page 5 before
deciding whether to purchase the common shares.
|
Selected
Financial Information
The
following financial information summarizes the more complete historical
financial information set out in our audited financial statements filed with
this prospectus:
|
From
date of inception (June
20,2006)
to
May 31, 2007
|
|
|
Statement
of Expenses Information:
|
|
|
Revenue
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$
Nil
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Net
Losses
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24,806
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Total
Operating Expenses
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24,806
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Exploration
Costs
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7,503
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General
and Administrative
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17,303
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-4-
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As
at May 31, 2007
|
|
|
Balance
Sheet Information:
|
|
|
Cash
|
$
17,517
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|
Total
Assets
|
17,517
|
|
Total
Liabilities
|
21,437
|
|
Stockholders’
deficiency
|
(3,956)
|
On
February 21, 2007 the officers and directors of the Company completed a private
placement pursuant to Regulation S of the Securities Act of 1933, whereby
1,200,000 shares of common stock were sold at the price of $0.001 per share
to
raise $1,200. On May 31, 2007 Portage completed a further private placement
pursuant to Regulation S of the Securities Act of 1933, whereby 393,000 common
shares were sold at the price of $0.05 per share to raise $19,650. The aggregate
total cash raised from the sale of shares was $20,850. Of these funds raised
$13,124 remains in cash as of June 30, 2007, with the balance of $7,726 having
been expended as follows:
|
Accounting
and audit
|
$
2,500
|
|
Bank
charges
|
51
|
|
Filing
fees
|
275
|
|
Management
fees
|
3,000
|
|
Rent
|
900
|
|
Transfer
agent’s fees
|
1,000
|
|
Amounts
paid from proceeds as of June 30, 2007
|
$
7,726
|
Risk
Factors
An
investment in our securities involves an exceptionally high degree of risk
and
is extremely speculative. In addition to the other information regarding Portage
contained in this Prospectus, you should consider many important factors in
determining whether to purchase the shares being offered. The following risk
factors reflect the potential and substantial material risks which could be
involved if you decide to purchase shares in this
offering.
Risks
Associated with our Company:
1.
Our liquidity, and thus our ability to continue to operate, depends upon
our
ability to raise additional capital.
In
order
to finance our continuing operations over the next twelve months we must
raise
additional capital. We estimate our cash needs for this period, over and
above
cash on hand, to be approximately $53,020. There is no assurance we will
be able
to raise this cash. If we fail to do so we will be forced to suspend our
exploration operations and go out of business. Options available to us
for
raising the cash we will require include the issuance of shares of our
common
stock, through a private placement or public offering, and loans advanced
to us
by our officers and directors. We have no arrangements whatsoever to raise
additional cash at the present time. If we are unable to make such arrangements
to raise additional cash we will be forced to go out of business, which
could
result in the total loss of any investment in our shares of common
stock.
-5-
2.
Because our auditors have issued a going concern opinion and because our
officers and directors may not loan any additional money to us, we may not
be
able to achieve our objectives and may have to suspend or cease exploration
activity.
Our
auditors' report on our May 31, 2007 financial statements expressed an opinion
that substantial doubt exists as to whether we can continue as an ongoing
business for the next twelve months. Because our officers and directors maybe
unwilling to commit to loan or advance additional capital to us, we believe
that
if we do not raise additional capital through the issuance of treasury shares,
we will be unable to conduct exploration activity and may have to cease
operations and go out of business.
3.
Because the probability of an individual prospect ever having reserves is
extremely remote, in all probability our property does not contain any reserves,
and any funds spent on exploration will be lost.
Because
the probability of an individual prospect ever having reserves is extremely
remote, in all probability our sole property, the Portage Claims, do not contain
any reserves, and any funds spent on exploration will be lost. If we cannot
raise further funds as a result, we may have to suspend or cease operations
entirely which would result in the loss of your investment.
4.
We lack an operating history and have losses which we expect to continue into
the future. As a result, we may have to suspend or cease exploration activity
or
cease operations.
We
were
incorporated on July 20, 2006, have not yet conducted any exploration activities
and have not generated any revenues. We have an insufficient exploration history
upon which to properly evaluate the likelihood of our future success or failure.
Our net loss from inception to May 31, 2007, the date of our most recent audited
financial statements is $24,806. Our ability to achieve and maintain
profitability and positive cash flow in the future is dependent
upon
|
|
*
|
our
ability to locate a profitable mineral property
|
|
*
|
our
ability to locate an economic ore reserve
|
|
|
|
*
|
our
ability to generate revenues
|
|
|
*
|
our
ability to reduce exploration
costs.
|
Based
upon current plans, we expect to incur operating losses in future periods.
This
will happen because there are expenses associated with the research and
exploration of our mineral property. We cannot guarantee we will be successful
in generating revenues in the future. Failure to generate revenues will cause
us
to go out of business.
5.
Because our officers and directors do not have technical training or experience
in starting, and operating an exploration company nor in managing a public
company, we will have to hire qualified personnel to fulfill these functions.
If
we lack funds to retain such personnel, or cannot locate qualified personnel,
we
may have to suspend or cease exploration activity or cease operations that
will
result in the loss of your investment.
Because
our officers and directors are inexperienced with exploring for minerals and
starting, and operating a mineral exploration company, we will have to hire
qualified persons to perform surveying, exploration, and excavation of our
property. Our officers and directors have no direct training or experience
in
these areas and as a result may not be fully aware of many of the specific
requirements related to working within the industry. Their decisions and choices
may not take into account standard engineering or managerial approaches, mineral
exploration companies commonly use. Consequently our exploration, earnings
and
ultimate financial success could suffer irreparable harm due
-6-
to
certain of management's lack of experience in this industry. Additionally,
our
officers and directors have no direct training or experience in managing and
fulfilling the regulatory reporting obligations of a ‘public company’ like
Portage. Unless our two part time officers are willing to spend more time
addressing these matters, we will have to hire professionals to undertake these
filing requirements for Portage and this will increase the overall cost of
operations. As a result we may have to suspend or cease exploration activity,
or
cease operations altogether, which will result in the loss of your
investment.
6.
We have no known ore reserves. Without ore reserves we cannot generate income
and if we cannot generate income we will have to cease exploration activity
which will result in the loss your investment.
We
have
no known ore reserves. Even if we find gold or uranium
mineralization we
cannot
guarantee that any gold or uranium mineralization will
be
of sufficient quantity so as to warrant recovery. Additionally, even if we
find
gold or uranium mineralization in
sufficient quantity to warrant recovery, we cannot guarantee that the ore will
be recoverable. Finally, even if any gold or uranium mineralization is
recoverable, we cannot guarantee that this can be done at a profit. Failure
to
locate gold or uranium deposits in economically recoverable quantities will
mean
we cannot generate income. If we cannot generate income we will have to cease
exploration activity, which will result in the loss of your investment.
7.
If we don't raise enough money for exploration, we will have to delay
exploration or go out of business, which will result in the loss of your
investment.
We
are in
the very early pre-exploration stage. We need to raise additional capital to
undertake our planned exploration activity. We do not have sufficient cash
on
hand to continue operations for twelve months. Unless we raise additional
capital, through loan advances from our officers and directors and/or the
issuance of treasury shares, we may not be able to complete even Phase I of
our
planned exploration activity. You may be investing in a company that will not
have the funds necessary to conduct any meaningful exploration activity due
to
our inability to raise additional capital. If that occurs we will have to delay
exploration or cease our exploration activity and go out of business which
will
result in the loss of your investment.
8.
Because we are small and do not have much capital, we must limit our exploration
and as a result may not find an ore body. Without
an ore body, we cannot generate revenues and you will lose your investment.
Provided
we are able to undertake even Phase I of our planned exploration activity,
any
potential development of and production from our exploration property depends
upon the results of exploration programs and/or feasibility studies and the
recommendations of duly qualified engineers and geologists. Because we are
small
and do not have much capital, we must limit our exploration activity unless
and
until we raise additional capital. Any decision to expand our operations on
our
exploration property will involve the consideration and evaluation of several
significant factors including, but not limited to:
|
●
|
Costs
of bringing the property into production including exploration preparation
of production feasibility, and construction of production
facilities;
|
|
●
|
Availability
and cost of financing;
|
|
●
|
Ongoing
costs of production;
|
|
●
|
Market
prices for the minerals to be produced;
|
|
●
|
Environmental
compliance regulations and restraints; and
|
|
●
|
Political
climate and/or governmental regulations and
controls.
|
-7-
Such
programs will require very substantial additional funds. Because we may have
to
limit our exploration, we may not find an ore body, even though our property
may
contain mineralized material. Without an ore body, we cannot generate revenues
and you will lose your investment.
9.
We may not have access to all of the supplies and materials we need to begin
exploration which could cause us to delay or suspend exploration activity.
Provided
we have sufficient funds to carry out exploration activity, competition and
unforeseen limited sources of supplies in the industry could result in
occasional spot shortages of supplies, such as dynamite, and certain equipment
such as bulldozers and excavators that we might need to conduct exploration.
We
have not attempted to locate or negotiate with any suppliers of products,
equipment or materials. We will attempt to locate products, equipment and
materials as and when we are able to raise the requisite capital. If we cannot
find the products and equipment we need, we will have to suspend our exploration
plans until we do find the products and equipment we need.
10.
Because our officers and directors have other outside business activities and
may not be in a position to devote a majority of their time to our exploration
activity, our exploration activity may be sporadic which may result in periodic
interruptions or suspensions of exploration.
Our
President and CEO, will be devoting only 10% of her time, approximately 15
hours
per month, to our operations our business. Our CFO and Secretary-Treasurer
will
be devoting only approximately 10 hours per month to our operations. As a
consequence our business may suffer. For example, because our officers and
directors have other outside business activities and may not be in a position
to
devote a majority of their time to our exploration activity, our exploration
activity may be sporadic or may be periodically interrupted or suspended. Such
suspensions or interruptions may cause us to cease operations altogether and
go
out of business.
11.
Because we may be unable to meet property maintenance requirements or acquire
necessary mining licenses, we may lose our interest in the Portage Claims.
In
order
to maintain our interest in the Portage Claims we must make an annual payment
and/or expend certain minimum amounts on the exploration of the mineral claims
of at least $1,840 ($2,000 Cdn) or $92 ($100 Cdn) per claim each year. If we
fail to make such payments or expenditures in a timely fashion, we may lose
our
interest in the mineral claims. Further, even if we do complete exploration
activities, we may not be able to obtain the necessary licenses to conduct
mining operations on the property, and thus would realize no benefit from
exploration activities on the property.
12.
Because mineral exploration and development activities are inherently risky,
we
may be exposed to environmental liabilities. If such an event were to occur
it
may result in a loss of your investment.
The
business of mineral exploration and extraction involves a high degree of risk.
Few properties that are explored are ultimately developed into production.
At
present, the Portage Claims, our sole property, does not have a known body
of
commercial ore. Unusual or unexpected formations, formation pressures, fires,
power outages, labor disruptions, flooding, explosions, cave-ins, landslides
and
the inability to obtain suitable or adequate machinery, equipment or labor
are
other risks involved in extraction operations and the conduct of exploration
programs. We do not carry liability insurance with respect to our mineral
exploration operations and we may become subject to liability for damage to
life
and property, environmental damage, cave-ins or hazards. There are also physical
risks to the exploration personnel working in the rugged terrain of
-8-
Yukon,
often in poor climatic conditions. Previous mining exploration activities may
have caused environmental damage to the Portage Claims. It may be difficult
or
impossible to assess the extent to which such damage was caused by us or by
the
activities of previous operators, in which case, any indemnities and exemptions
from liability may be ineffective. If the Portage Claims is found to have
commercial quantities of ore, we would be subject to additional risks respecting
any development and production activities. Most exploration projects do not
result in the discovery of commercially mineable deposits of
ore.
13.
No matter how much money is spent on the Portage Claims, the risk is that we
might never identify a commercially viable ore reserve.
No
matter
how much money is spent over the years on the Portage Claims, we might never
be
able to find a commercially viable ore reserve. Over the coming years, we could
spend a great deal of money on the Portage Claims without finding anything
of
value. There is a high probability the Portage Claims does not contain any
reserves so any funds spent on exploration will probably be lost.
14.
Even with positive results during exploration, the Portage Claims might never
be
put into commercial production due to inadequate tonnage, low metal prices
or
high extraction costs.
Even
if ,
as a result of future exploration programs, we are successful in identifying
a
source of minerals of good grade we might still fail to find such minerals
in
the quantity, the tonnage, required to make commercial production feasible.
If
the cost of extracting any minerals that might be found on the Portage Claims
is
in excess of the selling price of such minerals, we would not be able to develop
the Portage Claims. Accordingly even if ore reserves were found on the Portage
Claims, without sufficient tonnage we would still not be able to economically
extract the minerals from the Portage Claims in which case we would have to
abandon the Portage Claims and seek another mineral property to develop, or
cease operations altogether.
15.
Because we have not put a mineral deposit into production before, we will have
to acquire outside expertise. If we are unable to acquire such expertise we
may
be unable to put our property into production and you may lose your investment.
We
have
no experience in placing mineral deposit properties into production, and our
ability to do so will be dependent upon using the services of appropriately
experienced personnel or entering into agreements with other major resource
companies that can provide such expertise. There can be no assurance that we
will have available to us the necessary expertise when and if we place a mineral
deposit into production.
16.
Our directors and officers controls a substantial number of our outstanding
shares and will be able to effect corporate transactions without further
shareholder approval.
Our
directors and officers own 75.3% of our outstanding shares. Because of their
control, they will be able to approve certain corporate transactions without
seeking further shareholder approval. In addition, because of their control,
it
will be harder to change the board of directors and management.
Risks
Associated with this Offering:
17.
Without a public market there is no liquidity for our shares and our
shareholders may never be able to sell their shares which would result in a
total loss of their investment.
Our
common shares are not listed on any exchange or quotation system and do not
have
a market maker which results in no market for our shares. Therefore, our
shareholders will not be able to sell their shares in an organized market place
unless they sell their shares privately. If this happens, our shareholders
might
not receive a price per share which they might have received had there been
a
public market for our shares. Once this registration statement becomes
effective, it is our intention to apply for a quotation on the OTC Bulletin
Board (“OTCBB”) whereby:
-9-
|
●
|
We
will have to be sponsored by a participating market maker who will
file a
Form 211 on our behalf since we will not have direct access to the
NASD
personnel; and
|
|
●
|
We
will not be quoted on the OTCBB unless we are current in our periodic
reports; being at a minimum Forms 10K-SB and 10QSB; filed with the
SEC or
other regulatory authorities.
|
Presently,
we estimate the time it will take us to become effective with this prospectus
will be six months plus twelve to eighteen additional weeks thereafter to be
approved for a quotation on the OTCBB. However, we cannot be sure we will be
able to obtain a participating market maker or be approved for a quotation
on
the OTCBB. If this is the case, there will be no liquidity for the shares of
our
shareholders.
|
18.
|
Even
if a market develops
for our shares our shares may be thinly traded, with wide share price
fluctuations, low share prices and minimal
liquidity.
|
If
a
market for our shares develops, the share price may be volatile with wide
fluctuations in response to several factors, including:
|
●
|
Potential
investors’ anticipated feeling regarding our results of
operations;
|
|
●
|
Increased
competition and/or variations in mineral prices;
|
|
●
|
Our
ability or inability to generate future revenues; and
|
|
●
|
Market
perception of the future of the mineral exploration
industry.
|
In
addition, if our shares are traded on the OTCBB, our share price may be impacted
by factors that are unrelated or disproportionate to our operating performance.
Our share price might be affected by general economic, political and market
conditions, such as recessions, interest rates or international currency
fluctuations. In addition, even if our stock is approved for quotation by a
market maker through the OTCBB, stocks traded over this quotation system are
usually thinly traded, highly volatile and not followed by analysts. These
factors, which are not under our control, may have a material effect on our
share price.
19.
We anticipate the need to sell additional treasury share in the future meaning
that there will be a dilution to our existing shareholders resulting in their
percentage ownership in the Company being reduced
accordingly.
We
expect
that the only way we will be able to acquire additional funds is through the
sale of our common stock. This will result in a dilution effect to our
shareholders whereby their percentage ownership interest in the Company is
reduced. The magnitude of this dilution effect will be determined by the number
of shares we will have to issue in the future to obtain the funds
required.
20.
Because our securities are subject to penny stock rules, you may have difficulty
reselling your shares.
Our
shares are "penny stocks" and are covered by Section 15(g) of the Securities
Exchange Act of 1934 which imposes additional sales practice requirements on
broker/dealers who sell the Company's securities including the delivery of
a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer
must
make a special suitability determination and receive from its customer a written
agreement prior to making a sale. The imposition of the foregoing additional
sales practices could adversely affect a shareholder's ability to dispose of
his
stock.
-10-
Glossary
of Geological and Technical Terms
The
following represents various geological and technical terms used in this
prospectus which the reader may not be familiar with.
|
Word
|
Definition
|
|
Assay
|
An
analysis to determine the quantity of one or more elemental components
of
a rock sample.
|
|
Breccia
|
A
rock type with angular fragments of one composition surrounded by
rock of
another composition or texture.
|
|
Claim
|
A
portion of mining ground held under the laws of Fiji by Portage Resources
Inc.
|
|
Deposit
|
Mineral
deposit or ore deposit is used to designate a natural occurrence
of a
useful mineral, or an ore, in sufficient extent and degree of
concentration to invite exploration.
|
|
Epithermal
|
Fluids,
coming off a hot intrusive body of molten rocks, which
solidify.
|
|
Fault
|
A
break in the earth’s crust caused by tectonic forces which `have moved
rock to one side with respect o the other.
|
|
Felsic
|
Term
used to describe the amount of light-colored feldspar and silica
minerals
in an igneous rock. Complement of mafic.
|
|
Geophysical
surveys
|
The
exploration of an area in which geophysical properties and relationships
unique to the area are mapped by one or more geophysical methods
- in
boreholes, airborne or satellite platforms.
|
|
Intrusive
|
A
rock mass formed below earth's surface fi7om molten magma which was
intruded into a pre-existing rock mass and cooled to a
solid.
|
|
Mafic
|
Pertaining
to or composed of the ferrmagnesion rock-forming silicates, said
of some
igneous rocks and their constituent minerals.
|
|
Metamorphic
rocks
|
Any
rock derived from other rocks by chemical, mineralogical and structural
changes resulting from pressure, temperature or shearing
stress.
|
|
Mineralization
|
Potential
economic concentration of commercial metals occurring in
nature.
|
-11-
|
Ore
|
The
natural occurring mineral from which a mineral or minerals of economic
value can be extracted profitable or to satisfy social or political
objectives.
|
|
Pryite
|
A
pale bronze or brass yellow metal which is often called “fool’s
gold”.
|
|
Quartz
|
It
is the most common of all solid minerals and may be colorless and
transparent.
|
|
Reserve
|
(1) That
part of a mineral deposit which could be economically and legally
extracted or produced at the time the reserve is determined.
(2) Proven:
Reserves for which (a) quantity is computed from dimensions revealed
in
outcrops, trenches, workings or drill holes; grade and/or quality
are
computed from the results of detailed sampling and (b) the site for
inspection, sampling and measurement are spaced so closely and the
geologic character is so well defined that size, shape, depth and
mineral
content of reserves are well-established.
(3) Probable:
Reserves for which quantity and grade and/or quality are computed
from
information similar to that used for proven (measure) reserves, but
the
sites for inspection, sampling, and measurement are farther apart
or are
otherwise less adequately spaced. The degree of assurance, although
lower
than for proven (measured) reserves, is high enough to assume continuity
between points of observation.
|
|
Schist
|
A
foliated metamorphic rock the grains of which have a roughly parallel
arrangement; generally developed by shearing.
|
|
Sediments
|
Solid
fragmental material that originates from weathering of rocks and
is
transported or deposited by air, water, or ice, or that accumulates
by
other natural agents, such as chemical precipitation from solutions
or
secretion by organisms, and forms in layers on the Earth’s surface at
ordinary temperatures in a loose, unconsolidated form.
|
|
Shear
|
A
deformation resulting from stresses that cause or tend to cause contiguous
parts of a body to slide relatively to each other in a direction
parallel
to their plane of contact.
|
|
Soil
sample
|
A
sample of surface material analyzed by lab techniques to test the
content
of trace elements occurring in nature: copper , lead, zinc,
etc.
|
|
Volcanic
rocks
|
Igneous
rocks formed from magma that has flowed out of, or has been violently
ejected from, a volcano.
|
-12-
Foreign
Currency and Exchange Rates
Our
mineral property is located in Yukon, Canada and costs expressed in the
geological report on the claims are expressed in Canadian Dollars. For purposes
of consistency and to express United States Dollars throughout this registration
statement, Canadian Dollars have been converted into United States currency
at
the rate of US $1.00 being approximately equal to Cdn $ 1.08 or Cdn. $1.00
being
approximately equal US $ 0.92 which is the approximate average exchange rate
during recent months and which is consistent with the incorporated financial
statements.
USE
OF PROCEEDS
This
prospectus relates to shares of our common stock that may be offered and sold
from time to time by the selling stockholders. We will not receive any proceeds
from the sale of shares of common stock in this offering.
However,
we have agreed to pay the expenses of registering the securities covered by
this
Prospectus. As at July 15, 2007, management expects such expenses to total
$
32,653 as detailed below:
Expenses
of this offering paid to date:
|
SEC
filing fees
|
$
3
|
|
|
Consultant
and legal fees Registration Statement preparation
|
12,500
|
|
|
Independent
auditors fee
|
2,500
|
|
|
Offering
expenses incurred to date
|
$
15,003
|
Management
expects to incur the following additional
expenses in connection with this
offering:
|
Consulting
fee - Registration statement preparation
|
15,000
|
|
|
Internal
accountant (i)
|
1,950
|
|
|
Independent
auditors (i)
|
500
|
|
|
Printing,
photocopy and delivery
|
200
|
|
|
Offering
expenses to be incurred
|
17,650
|
|
|
Total
offering costs
|
$
32,653
|
|
(i)
|
Estimate
to prepare first quarter financial statements for the quarter ending
August 31, 2007 which may be required to be filed with this registration
statement. The fees of $ 1,950 due to the internal accountant also
include
$1,200 for the preparation of working papers for the year ended May
31,
2007 included in this registration
statement.
|
DETERMINATION
OF
OFFERING PRICE
There
is
no established public market for our common stock being registered. The offering
price of the shares offered by selling security holders should not be considered
as an indicator of the future market price of the securities.
The
facts
considered in determining the offering price were Portage’s financial condition
and prospects, its lack of operating history and general conditions of the
securities market. The offering price should not be construed as an indication
of, and was not based upon, the actual value of Portage. The offering price
bears no relationship to Portage’s book value, assets or earnings or any other
recognized criteria of value and could be considered to be arbitrary.
-13-
The
selling shareholders are free to offer and sell their common shares at such
times and in such manner as they may determine. The types of transactions in
which the common shares are sold may include negotiated transactions. Such
transactions may or may not involve brokers or dealers. The selling security
holders are expected to sell their shares at the offering price of $0.05 per
share unless and until our shares are quoted on the OTCBB or the “Pink Sheets”
following which selling security holders may sell their shares at the market
price. The selling security holders have advised us that none have entered
into
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of the shares. The selling security holders
do
not have an underwriter or coordinating broker acting in connection with the
proposed sale of the common shares. We will pay all of the expenses of the
selling security holders, except for any broker dealer or underwriter
commissions, which will be paid by the security holder.
SELLING
SECURITY HOLDERS
The
selling security holders named in this prospectus, all of whom are residents
of
the Provinces of Ontario or Quebec, Canada, are offering for sale 513,000 shares
of common stock of the Company. Portage will not receive any proceeds from
the
sale of shares by selling security holders. 393,000 of the shares being offered
by the selling security holders were acquired from Portage for the price of
$0.05 per share in an offering, exempt from registration pursuant to Regulation
S of the Securities Act of 1933, completed May 31, 2007. The remaining 120,000
shares being offered represent 10% of the shares of the Company owned by each
of
our President and our Secretary Treasurer. Their shares were acquired on
February 21, 2006 at the price of $0.001 per share. None of our directors or
officers will be engaged in any selling efforts on behalf of the selling
security holders. None of the selling security holders is a registered
broker-dealer or an affiliate of a broker-dealer.
The
selling security holders have furnished all information with respect to share
ownership. The shares being offered are being registered to permit public
secondary trading of the shares and each selling security holder may offer
all
or part of the shares owned for resale from time to time. A selling security
holder is under no obligation, however, to sell any shares immediately pursuant
to this prospectus, nor are the selling security holders obligated to sell
all
or any portion of the shares at any time. Therefore, no assurance can be given
by Portage as to the number of shares of common stock that will be sold pursuant
to this prospectus or the number of shares that will be owned by the selling
security holders upon termination of the offering.
The
following table provides, as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling security holders, including:
|
●
|
The
number of shares owned by each prior to this offering;
|
|
●
|
The
total number of shares that are to be offered for each;
|
|
●
|
The
total number of shares that will be owned by each upon completion
of the
offering; and
|
|
●
|
The
percentage owned by each upon completion of the offering assuming
such
selling shareholder sells all of their common stock offered in this
registration statement.
|
To
the
best of our knowledge, the named parties in the table beneficially own and
have
sole voting and investment power over all shares or rights to their shares.
We
have based the percentage owned by each on our 1,593,000 shares of common stock
outstanding as of the date of this prospectus. Of the 513,999 shares offered
for
sale (32.2% of our issued shares), 120,000 (7.5% of our issued shares) are
offered by the Company’s two officers and directors:
-14-
|
Name
of Shareholder
|
Common Stock Beneficially
Owned
Prior
to Offering
|
Number of Common
stock
Offered
Hereby
|
Common
Stock Beneficially Owned
Following
the
Offering (1)
|
||
|
No.
of
shares
%
|
No.
of
shares %
|
||||
|
Marie
Pierre Heber
|
15,000
|
15,000
|
0.94%
|
Nil
|
Nil
|
|
Sandra
Leclerc
|
10,000
|
10,000
|
0.63%
|
Nil
|
Nil
|
|
Evillaume
Turmel
|
10,000
|
10,000
|
0.63%
|
Nil
|
Nil
|
|
Frederic
Poirier
|
7,000
|
7,000
|
0.44%
|
Nil
|
Nil
|
|
Meggy
Tremblay
|
20,000
|
20,000
|
1.25%
|
Nil
|
Nil
|
|
Genevieve
Chauvette
|
10,000
|
10,000
|
0.63%
|
Nil
|
Nil
|
|
Jonathan
Chauvette
|
12,000
|
12,000
|
0.75%
|
Nil
|
Nil
|
|
Marie
Claude Chauvette
|
13,000
|
13,000
|
0.82%
|
Nil
|
Nil
|
|
Sarah
Martineau
|
15,000
|
15,000
|
0.94%
|
Nil
|
Nil
|
|
Jacques
Bergeron
|
16,000
|
16,000
|
1.00%
|
Nil
|
Nil
|
|
Geneviere
Richard
|
11,000
|
11,000
|
0.69%
|
Nil
|
Nil
|
|
Andre
Lamothe
|
10,000
|
10,000
|
0.63%
|
Nil
|
Nil
|
|
Nathalie
C. Lamothe
|
18,000
|
18,000
|
1.13%
|
Nil
|
Nil
|
|
Francine
Morin
|
12,000
|
12,000
|
0.75%
|
Nil
|
Nil
|
|
Mylene
Caron
|
13,000
|
13,000
|
0.82%
|
Nil
|
Nil
|
|
Mario
Caron
|
17,000
|
17,000
|
1.07%
|
Nil
|
Nil
|
|
Yvon
Morin
|
9,000
|
9,000
|
0.57%
|
Nil
|
Nil
|
|
Tommy
Lamonte
|
7,000
|
7,000
|
0.44%
|
Nil
|
Nil
|
|
Germain
Nobert
|
10,000
|
10,000
|
0.63%
|
Nil
|
Nil
|
|
Mathieu
Caron
|
10,000
|
10,000
|
0.63%
|
Nil
|
Nil
|
|
Melanie
Thibodeau
|
10,000
|
10,000
|
0.63%
|
Nil
|
Nil
|
|
Lucie
Gosselin
|
7,000
|
7,000
|
0.44%
|
Nil
|
Nil
|
|
Guillaume
Lamonte
|
11,000
|
11,000
|
0.69%
|
Nil
|
Nil
|
|
Melissa
Litalien
|
13,000
|
13,000
|
0.82%
|
Nil
|
Nil
|
|
Christian
Lemothe
|
8,000
|
8,000
|
0.50%
|
Nil
|
Nil
|
|
Lucien
Lamonthe
|
9,000
|
9,000
|
0.57%
|
Nil
|
Nil
|
|
Mathieu
Laneuville
|
12,000
|
12,000
|
0.75%
|
Nil
|
Nil
|
|
Andy
Beaudin
|
8,000
|
8,000
|
0.50%
|
Nil
|
Nil
|
|
Monique
Beaudin
|
10,000
|
10,000
|
0.63%
|
Nil
|
Nil
|
|
Daniel
Beaudin
|
9,000
|
9,000
|
0.56%
|
Nil
|
Nil
|
|
Amanda
Taniwa
|
15,500
|
15,500
|
0.97%
|
Nil
|
Nil
|
|
Odile
Bedard
|
15,500
|
15,500
|
0.97%
|
Nil
|
Nil
|
|
Veronique
Morin
|
11,000
|
11,000
|
0.69%
|
Nil
|
Nil
|
|
Robert
Morin
|
9,000
|
9,000
|
0.57%
|
Nil
|
Nil
|
|
Martine
Caron(2)
|
750,000
|
75,000
|
4.71%
|
675,000
|
42.37%
|
|
Russell
L. James(3)
|
450,000
|
45,000
|
2.82%
|
405,000
|
25.4
2%
|
|
|
|||||
|
Total
|
1,593,000
|
513,000
|
32.21%
|
1,080,000
|
67.79%
|
| (1) |
These
figures assume all shares offered by selling security holders are
in fact
sold.
|
(2)
Martine
Caron is our President, Chief Executive Officer and a Director.
(3)
Russell
L James is our Secretary Treasurer, Chief Financial Officer and a Director.
-15-
Excepting
Martine Caron and Russell L. James whose relationship with Portage is disclosed
in the footnotes immediately above, to our knowledge, none of the selling
shareholders has:
|
●
|
had
a material relationship with Portage other than as a shareholder,
as noted
above within the last three years; or
|
|
●
|
ever
been an officer or director of
Portage.
|
PLAN
OF DISTRIBUTION: TERMS OF THE OFFERING
We
are
registering on behalf of the selling security holders 513,000 shares of our
common stock which they own. The selling security holders may, from time to
time, sell all or a portion of the shares of common stock in private negotiated
transactions or otherwise. Such sales will be offered at $0.05 per share unless
and until the offering price is changed by subsequent amendment to this
prospectus or our shares are quoted on the OTCBB. If our shares become quoted
on
the OTCBB selling security holders may then sell their shares at prevailing
market prices or privately negotiated prices.
The
common stock may be sold by the selling security holders by one or more of
the
following methods, without limitation:
|
●
|
on
the over-the-counter market;
|
|
●
|
on
purchasers directly
|
|
●
|
in
ordinary brokerage transactions in which the broker solicits purchasers;
or commissions from a seller/or the purchaser of the shares for whom
they
may act as agent;
|
|
●
|
through
underwriters, dealers and agents who may receive compensation in
the form
of underwriting discounts, concessions and commissions from a seller/or
the purchaser of the shares for whom they may act as
agent;
|
|
●
|
through
the pledge of shares as security for any loan or obligation, including
pledges to brokers or dealers who may from time to time effect
distribution of the shares or other interest in the
shares;
|
|
●
|
through
purchases by a broker or dealer as principal and resale by other
brokers
or dealers for its own account pursuant to this
prospectus;
|
|
●
|
through
block trades in which the broker or dealer so engaged will attempt
to sell
the shares as agent or as riskless principal but may position and
resell a
portion of the block as principal to facilitate the
transaction;
|
|
●
|
in
any combination of one or more of these methods; or
|
|
●
|
in
any other lawful manner.
|
Brokers
or dealers may receive commissions or discounts from the selling security
holders, if any of the broker-dealer acts as an agent for the purchaser of
said
shares, from the purchaser in the amount to be negotiated which are not expected
to exceed those customary in the types of transactions involved. Broker-dealers
may agree with the selling security holders to sell a specified number of the
shares of common stock at a stipulated price per share. In connection with
such
re-sales, the broker-dealer may pay to or receive from the purchasers of the
shares, commissions as described above. Any broker or dealer participating
in
any distribution of the shares may be required to deliver a copy of this
prospectus, including any prospectus supplement, to any individual who purchases
any shares from or through such broker-dealer.
The
selling security holders may also elect to sell their common shares in
accordance with Rule 144 under the Securities Act of 1933, rather than pursuant
to this prospectus if permitted. After the sale of the shares offered by this
prospectus, our two senior officer and directors Martine Caron and Russell
James
will hold directly an aggregate of 1,080,000 shares. The sale of these shares
could have an adverse impact on the price of our shares or on any trading market
that may develop.
The
shares sold in this offering will generally be freely transferable without
restriction or further registration under the Securities Act, except that any
shares held by an "affiliate" of ours may not be resold publicly except in
compliance with the registration requirements of the Securities Act or under
an
exemption under Rule 144 or otherwise. Rule 144 permits securities
acquired by an affiliate of the issuer to be sold into the market in an amount
that does not exceed, during any three-month period, the greater
of:
-16-
|
●
|
1%
of the total number of securities outstanding; or
|
|
|
●
|
the
average weekly reported trading volume of the shares for the four
calendar
weeks prior to the sale
|
Sales
under Rule 144 are also subject to specific manner of sale provisions,
holding period requirements, notice requirements and the availability of current
public information about us. A person who is not deemed to have been an
affiliate of ours at any time during the three months preceding a sale, and
who
has beneficially owned his shares for are least two years, would be entitled
to
sell units under Rule 144 without regard to the public information
requirements, volume limitations,
manner of sale provisions and notice requirements of Rule 144.
We
have
advised the selling security holders that while they are engaged in a
distribution of the shares included in this prospectus they are required to
comply with Regulation M promulgated under the Securities Exchange Act of 1934,
as amended. With certain exceptions, Regulation M precludes the selling security
holders, any affiliated purchasers, and any broker-dealer or other person who
participates in such distribution from bidding for or purchasing, or attempting
to induce any person to bid for or purchase any security which is the subject
of
the distribution until the entire distribution is complete. Regulation M also
prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security. All of the
foregoing may affect the marketability of the shares offered in this prospectus.
We
have
not registered or qualified offers and sales of shares of common stock under
the
laws of any country, other than the United States. To comply with certain
states’ securities laws, if applicable, the selling security holders will offer
and sell their shares of common stock in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
selling security holders may not offer or sell shares of common stock unless
we
have registered or qualified such shares for sale in such states or we have
complied with an available exemption from registration or
qualification.
All
expenses of this registration statement, estimated to be $32,653 (see “Use of
Proceeds” page 13), including but not limited to, legal, accounting, printing
and mailing fees are and will be paid by Portage. However, each selling
shareholder will pay any selling costs or brokerage commissions relating
to the
sale of his/her shares.
General
-
The
Company
The
Company was incorporated under the laws of the State of Nevada on July 20,
2006
under the name of Portage Resources Inc. The
Company does not have any subsidiaries, affiliated companies or joint venture
partners.
We
have
not been involved in any bankruptcy, receivership or similar proceedings since
inception nor have we been party to a reclassification, merger, consolidation,
or purchase or sale of a significant amount of assets not in the ordinary course
of business. We have a specific business plan, subject to having sufficient
funds available, to complete Phase I of our exploration program, described
below, during the late fall of 2007. We do not foresee any circumstances that
would cause us to alter our current business plan within the next twelve
months.
-17-
Business
Development of Issuer Since Inception
We
raised
$1,200 in initial seed capital on February 21, 2007 from our directors and
officers. Monies used to begin the search for and arrange to acquire a mineral
property that we consider holds the potential to contain uranium and gold were
advanced to Portage by our President Martine Caron.
On
February 16, 2007 we acquired by staking the ROK 1-20 mineral claims
(collectively referred to as the “Portage Claims”), situated in the Yukon
Territories (“Yukon”), Canada.
“Staking”
is the term employed to describe the means by which mineral claims are acquired
from the government of the Yukon, Canada in accordance with the Yukon Quartz
Mining Act. In summary a staked mineral claim is a square or rectangular area
of
open ‘Crown land’ (i.e. land owned by the goverment of the Yukon). A prospector
‘stakes’ a mineral claim marking out, with a series of claim posts and blazed
lines, the area covered by the claim. Mineral claims are staked in a square
or
rectangular shape with boundaries running north, south, east and west
astronomically. The staker employs a compass to determine his orientation,
and
thus that of the claim(s) being staked. Initially the staker erects a claim
post
on a corner of the claim. After a claim post is erected, a clearly marked trail
(claim line) is established, leading to where you intend to erect the next
corner or line post. A proper claim line is one that is easy to spot and to
follow. The usual method for marking claim boundaries is with an axe to cut
blazes into trees and to cut underbrush. Blazes are cut into two sides of a
tree
and face the direction of the line. If trees are not available, you must erect
pickets (cut from smaller trees) or pile loose rock rubble into cairns.
On
May
31, 2007 Portage completed a private placement pursuant to Regulation S of
the
Securities Act of 1933, whereby 393,000 common shares were sold at the price
of
$0.05 per share to raise $19,650.
-18-
On
January 24, 2007 we engaged R. Alan Doherty, Professional Geologist of Aurium
Geological Consultants Ltd. to conduct a review and analysis of the Portage
Claims and the previous exploration work undertaken on the property and to
recommend a mineral exploration program for the Portage Claims. Mr. Doherty’s
report, summarized below, recommends a three-phase exploration program for
the
Portage Claims.
In
June
2007, we prepared this prospectus for filing with the SEC.
Our
Business
Provided
we have sufficient funds to do so, we intend to undertake exploration work
on
the Portage Claims, located in Yukon, Canada.
We
are
presently in the pre-exploration stage and there is no assurance that
mineralized material with any commercial value exits on our property.
We
do not
have any ore body and have not generated any revenues from our operations.
Our
planned Phase I work is exploratory in nature. There can be no assurance that
a
commercially viable mineral deposit, an ore reserve, exists on the Portage
Claims or can be shown to exist unless and until sufficient and appropriate
exploration work is carried out and a comprehensive evaluation of such work
concludes economic and legal feasibility. Such work could take many years of
exploration and would require expenditure of very substantial amounts of
capital, capital we do not presently have and may never be able to raise. To
date, we have not conducted any exploration work on the Portage
Claims. We
hope
to have funds sufficient to complete Phase 1 of a three-phase exploration
program recommended for the Portage Claims.
Our
sole
mineral property is:
Portage
Claims
Portage
is the registered and beneficial owner of a 100% interest in the Portage Claims,
located in Yukon, Canada.
-19-
Beneficial
ownership of the Portage Claims confers the rights to the minerals on the
Portage Claims except for ‘placer minerals’ (being minerals found in loose
gravel or sand and typically located in creeks, steams or rivers) or coal.
We do
not own the land itself since it is held in the name of the “Crown”, i.e. the
Province of Yukon. We do not have the right to harvest any timber on the Portage
Claims.
The
claim
name, grant number, expiry date, mining district and recorded owner of the
Portage Claims is as follows:
|
Claim
Name
|
Grant
Numbers
|
Expiry
Date
|
Mining
District
|
Owner
|
|
ROK
1 to 20
|
YC45186
to
YC4502
incl.
|
Dec.
13, 2007
|
MO82L
|
Portage
Resources Inc.
|
The
Portage Claims cover an area of approximately 418 hectares (approximately 1,033
acres).
To
keep
the claims in good standing, such that they do not expire on the date indicated
in the preceding table, we must undertake exploration work on the Portage Claims
before the expiry date, or pay cash of approximately $1,840 in lieu of doing
exploration work, to the government of the Yukon. This is an annual obligation.
Failure to do either, each year, will result in the Portage Claims reverting
to
the government of the Yukon.
-20-
The
Portage Claims was selected for acquisition due to previously recorded
exploration work and because the claims are not located in an environmentally
sensitive region.
Additional
information regarding the Portage Claims, as well as other mineral claims in
the
Yukon, can be found at the Yukon government websites including:
| - |
Yukon
Minfile data available at:
|
| - |
Mineral
Titles information at:
|
| - |
Mineral
Claim expiry and ownership data:
|
Location
and Access
The
Portage Claims are located approximately 25 kilometers (16 miles) east of Dawson
City, Yukon, a town of approximately 2,000. Dawson City provides all necessary
amenities and supplies including, fuel, helicopter services, hardware,
prospecting services and drilling companies. Access to our claims is via road
and exploration trails. No electrical power is required at this stage of
exploration. Gas powered portable generators could supply any electrical power
that might be required in the foreseeable future.
The
topography and relief of the Portage Claims is fairly rugged. Most of the
property is above the tree line. Vegetation on the property consists of black
and western spruce, poplar, alder and willow in the valleys to ground cover
consisting of moss, alpine plants and dwarf birch above 4,000 feet in elevation.
An interior intercontinental climate, with moderate to low precipitation of
approximately 16 inches per year annually and warm short summers and long cold
winters, typify the area. Permafrost is discontinuous and sporadically present
on the steeper north and east facing slopes and low marshy-forested areas.
The
exploration season on our claims is limited to mid- June through late September.
During these months the ground is typically free of snow cover with long
daylight hours (up to 22 hours per day).
-21-
Property
Geology
The
Portage Claims are situated in the southern Dawson and northern Stewart map
areas, southwest of the Mesozoic Tintina fault. Metamorphosed rocks of Paleozoic
Yukon Tanana Terrain (“YTT”) mainly underlie the Portage Claims. YTT consists of
several units including massive and sheared ultramafic unit, quartz-muscovite (chlorite)
schist of Klondike Schist, mainly metasedimentary rocks of the Nasina Series, and coarse
grained metaintrusive quartzofeldspathic rocks of the Pelly Gneiss. Several generations
of Mesozoic and Tertiary intrusive rocks intruded the YTT rocks. The immediate area of
the property is underlain by mainly gray to black graphitic quartzite with abundant fine-
grained pyrite and green quartz muscovite (-biotite) schist of Nasina Series. These units
are
intruded and overlain by Early Tertiary massive
quartz-feldspar porphyry intrusions; felsic brecciated lithic tuffs and felsic volcanic breccias. White to cream banded quartz
carbonate veins also cut
this unit.
Nasina
Series units are
in
thrust fault contact with
ultramafic
rocks of Permian
to
the east
and west where
the
ultramafic
units
are
thrust
over the
Nasina
Series
units.
These
ultramafic units are
variably
weathered,
brecciated
and silicified. In the southwest, the Permian quartz-muscovite schists of Klondike Schist
are thrusted
over the
Nasina Series unit. Steeply
dipping reverse faults are
abundant
throughout the area.
The
Portage
Claims
are
largely
overburden covered with < 1% actual outcrop; mostly
found in road cuts
and
trenches.
The
Portage Claims are underlain primarily by Quaternary overburden, Klondike Schist, which
is
i
ntruded
by the Tertiary Quartz feldspar porphyry
.
The ultramafic rocks on the property are localized along
shallow northeast dipping thrust faults.
They
generally have a
very
high magnetic
signature. There are no mapped outcrops of ultramafic rocks known on the
Portage
Claims.
The
area
is prospective for uranium and tin as well as gold-quartz veins (Motherlode
style) mineral deposits. Although areas of altered ultramafic rocks are not
currently mapped on the Portage Claims there could still be remnant scatters
about the property and would be prospective for gold quartz veins. The quartz
feldspar intrusion in the center of the property may be a target for epithermal
or intrusive hosted gold mineralization
-22-
Previous
Exploration
The
Portage Claims have seen very limited historical exploration. The area now
covered by the Portage Claims, together with a much larger area, was formerly
covered by the now lapsed ‘Surprise claims’ owned by the ‘Ukon Joint Venture’
(Chevron Canada Ltd. and Kerr Addison Mines Ltd.) who conducted geological
mapping, water, stream sediment and soil geochemical surveys, ground
radiometrics and magnetometer surveys, soil radon gas surveys, trenching diamond
drilling and down hole radiometric surveys. However, most of this work was
completed well south of the Portage Claims. Work undertaken, on the area now
covered by the Portage Claims, by the Ukon Joint Venture in 1978-80 consisted
of
limited soil, silt stream and water sampling and geochemical analyses for
uranium, and gold geochemical sampling and radiometric surveys.
We
have
not yet undertaken any work on the Portage Claims.
There
is
no known mineralization on the Portage Claims.
Proposed
Exploration Work - Plan of Operation
Our
operating plan summarized below is based upon our ability to raise additional
capital. See “MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS,”, page
27.
-23-
We
have
no arrangements to raise this additional capital at the present time. Failure
to
raise this cash will force us to abandon our planned exploration work,
cease
operations and go out of business which could result in the loss of any
funds
invested in our shares of common stock.
R.
Allan
Doherty, P. Geo., authored the "Technical Report on the Alki Creek Property,
Klondike Area, Yukon” dated March 23, 2007 (the “Doherty Report”), in which he
recommended a phased exploration program to properly evaluate the potential
of
the claims. We must conduct exploration to determine what minerals exist on
our
property and whether they can be economically extracted and profitably
processed. Subject to having funds sufficient to do so, we plan to proceed
with
exploration of the Portage Claims, in the manner recommended in the Doherty
Report, to determine the potential for discovering commercially exploitable
deposits of gold and/or uranium.
We
do not
have any ores or reserves whatsoever at this time on the Portage Claims. Our
planned Phase I work is exploratory in nature.
Mr.
Doherty is, and has since 1993 been, a registered Professional Geologist in
good
standing in the Association of Professional Engineers and Geoscientists of
the
Province of British Columbia. He is a graduate of the University of New
Brunswick, with a degree in geology (Hons., B. Sc.,1977). Thereafter he attended
graduate school at Memorial University of Newfoundland, and has been involved
in
geological mapping and mineral exploration, primarily in the Yukon, continuously
since 1980.
The
Doherty Report concludes that primarily Tertiary quartz feldspar porphyry and
Klondike schist underlie the Portage Claims. While no mapped outcrops of
ultramafics known on the Portage Claim, exposures are very poor and remnants
of
the ultramafic assemblage may well be located. There has been very limited
geochemical sampling or exploration work on the Portage Claims and only explored
target for motherlode style gold-quartz veins associated with carbonatized
ultramafic rocks and the for uranium and tin associated with the underlying
Tertiaty quartz-feldspar porphyry. In summary, the Portage Claims represent
an
attractive target for uranium mineralization hosted in a fluorite bearing quartz
porphyry intrusion and also for gold quartz vein mineralization associated
with
Permiam ophiolite assemblage.
The
Doherty Report recommends a three-phase exploration program to properly evaluate
the potential of the claims. We anticipate, based on the budgets set forth
in
the Doherty Report, that Phase I work will cost $9,200.
Assuming
the results of the Phase I work identify suitable targets, thus indicating
further exploration of the Portage Claims is warranted, we intend, provided
we
are able to raise funds to do so, undertake a Phase II trenching program at
a
cost of a further $27,600. Assuming the results of a Phase II trenching program
identify suitable drill targets a Phase III drilling program could be
undertaken. Once again, our ability to conduct Phase III work is subject to
our
ability to raise funds to do so.
The
cost
estimates for the our Phase I work program, detailed below, are based on Mr.
Doherty’s recommendations and reflect local costs for this type of
work:
Phase
I
-
Budget
Mapping
prospecting and rock sampling. The cost estimate of $9,200 ($10,000Cdn.)
consists of:
-24-
|
Cdn.
|
U.S.
|
|||
|
1
|
Senior
Geologist and Assistant, 2 days @ $800/day
|
$
1,600
|
$
1,472
|
|
|
2
|
Transportation
and accommodation
|
800
|
736
|
|
|
3
|
Soil
sampling, 100 x 20 m GSP grid (200 soil samples) 6
man days @ $300/man/day
|
1,800
|
1,656
|
|
|
4
|
Analyses,
200 @ $25 each plus shipping
|
5,000
|
4,600
|
|
|
5
|
Report
costs
|
800
|
736
|
|
|
Subtotal
|
$
10,000
|
$ 9,200
|
Provided
we have the funds available to do so, we intend to complete Phase I work at
some
point during the late fall of 2007. Precise timing of the Phase I work will
depend upon availability of funds as well as weather conditions and the melt
of
the snow pack on the claims.
Should
Phase I results warrant further work and should we be able to raise additional
funds (through the issuance of additional shares, debt securities or loan
advances from our directors) to undertake additional work on the Portage Claims,
in Phase II (at an estimated cost of a further $27,600) we expect to undertake
a
trenching and sampling program rock and geochemical sampling as mentioned above.
This work would be designed to compare the relative concentrations of uranium
and/or gold and other indicator minerals in samples so the results from
different samples can be compared in a more precise manner and plotted on a
map
to evaluate their significance. If an apparent mineralized zone(s) is identified
and narrowed down to a specific area by the Phase I & II work, we expect
(again subject to our ability to raise additional funds to do so, through the
issuance of additional treasury shares, debt securities or loan advances from
our directors) to diamond drill selected targets to test the apparent
mineralized zones at an estimated cost of a further $55,200. Diamond drilled
samples would be tested, by assay for gold, uranium and other minerals; however,
our primary focus is the search for gold and uranium.
The
work
is phased in such a manner as to allow decision points to ensure that future
work has a value and will provide better or additional information as to the
viability of the claim. By utilizing a multi-phase work program, at the end
of
each phase a decision can be made as to whether the phase has provided the
necessary information to increase the viability of the project. If the
information obtained as a result of any phase indicates that there is no
increased probability of finding an economically viable deposit at the end
of
the project, a determination would be made that the work should cease at that
point.
Phase
I,
Phase II and III work cannot be undertaken unless and until Portage is able
to
raise additional capital as our existing working capital is largely committed
to
administrative expenses of the Company. Consequently, if we are unable to raise
additional capital we may not be able to undertake any work on the Portage
Claims. In addition, provided we are able to finance Phase I exploration work
and the results of Phase I exploration work prove encouraging, there is no
assurance we will be able to raise the capital necessary to conduct the
-25-
further
exploration work contemplated by Phases II and III. The earliest we expect
to
carry out Phase II work, should we be able to raise the capital to finance
Phase
II, is the summer of 2008. Furthermore, even if funding is available, Phase
III
work will only be undertaken if the results of Phase I and II are successful
in
identifying target zones of gold and/or uranium mineralization deemed worthy,
by
our geologist, of drilling to determine if a gold and/or uranium deposit may
exist. Should the Phase I work prove unsuccessful in identifying such drill
targets, the Company will likely abandon the Portage Claims and we may have
to
go out of business.
Subject
to having funds available to do so, we intend to complete Phase I exploration
work on the Portage Claims, our sole property. Since the Portage Claims are
located at very high northerly latitude and are subject to cold winters with
snowfall accumulations, Phase I work can not be undertaken until late in the
summer of 2007 or in the late Spring of 2008.
Particularly
since we have a limited operating history, no reserves and no revenue, our
ability to raise additional funds might be limited. If we are unable to raise
the necessary funds, we would be required to suspend Portage's operations and
liquidate our company. See, particularly, ‘Risk Factors’ 1, 3, and 7 on pages 5,
5 and 7, respectively.
There
are
no permanent facilities, plants, buildings or equipment on the Portage
Claims.
Competitive
Factors
The
mining industry is highly fragmented. We are competing with many other
exploration companies looking for gold, uranium and other minerals. We are
among
the smallest exploration companies in existence and are an infinitely small
participant in the mining business, which is the cornerstone of the founding
and
early stage development of the mining industry. While we generally compete
with
other exploration companies, there is no competition for the exploration or
removal of minerals from our claims. Readily available markets exist for the
sale of gold and uranium. Therefore, we will likely be able to sell any gold
or
uranium that we are able to recover, in the event commercial quantities are
discovered on the Portage Claims. There is no known ore body on the Portage
Claims.
Governing
Laws
The
mining industry in Canada operates under both federal and provincial or
territorial legislation governing the exploration, development, production
and
decommissioning of mines. Such legislation relates to such matters as the method
of acquisition and ownership of mining rights, labor, health and safety
standards, royalties, mining and income taxes, exports, reclamation and
rehabilitation of mines, and other matters. The mining industry in Canada is
also subject to legislation at both the federal and provincial or territorial
levels concerning the protection of the environment. Legislation imposes high
standards on the mining industry to reduce or eliminate the effects of waste
generated by extraction and processing operations and subsequently deposited
on
the ground or emitted into the air or water. The design of mines and mills,
and
the conduct of extraction and processing operations, are subject to regulatory
restrictions. The exploration, construction, development and operation of a
mine, mill or refinery require compliance with environmental legislation and
regulatory reviews, and the obtaining of land use and other permits, water
licenses and similar authorizations from various governmental agencies.
Legislation is in place for lands under federal jurisdiction or located in
certain provinces and territories that provides for the preparation of costly
environmental impact assessment reports prior to the commencement of any mining
operations. These reports require a detailed technical and scientific assessment
as well as a prediction of the impact on the environment of proposed mine
exploration and development.
-26-
Failure
to comply with the requirements of environmental legislation may result in
regulatory or court orders being issued that could result in the cessation,
curtailment or modification of operations or that could require the installation
of additional facilities or equipment to protect the environment. Violators
may
be required to compensate those suffering loss or damage by reason of mining
activities and the violators, including our officers and directors, may be
fined
or, in some cases, imprisoned if convicted of an offense under such legislation.
Provincial and territorial mining legislation establishes requirements for
the
decommissioning, reclamation and rehabilitation of mining properties that are
closed. Closure requirements relate to the protection and restoration of the
environment and the protection of public safety. Some former mining properties
must be managed for a long time following closure in order to fulfill regulatory
closure requirements. The cost of closure of existing and former mining
properties and, in particular, the cost of long-term management of open or
closed mining properties can be substantial.
Legislation
relevant to our proposed mineral exploration is governed by the Yukon Quartz
Mining Act and regulations made thereunder. This legislation sets forth rules
for: locating claims, posting claims, working claims and reporting work
performed. We will be required to obtain permits from the Yukon government
before conducting significant exploration on the Portage Claims. With respect
to
the legislation, rules and regulations referred to above, we believe that we
are
presently in compliance in all material respects with applicable legislation,
rules and regulations.
The
Company does not foresee having to expend material amounts in order to comply
with environmental laws during the exploration phase of its operations. The
Company is obligated to restore surface disturbances created by exploration.
These restoration efforts typically involve the back filing of trenches, pits,
or other excavations created for purposes of exploration.
Underground
exploration, which the Company contemplates in the future, will require
additional cost related to the storage of excavated material. Until the Company
knows the amount of material it will have to store, it cannot estimate this
cost. There will be material costs of environmental compliance if the Company
develops a mine in the future. However, the Company cannot reasonably estimate
that environmental compliance cost at this time.
It
is not
possible to estimate the cost of meeting the rules and regulations for a mining
operation at this time. Those costs will only be determined when a mine plan
and
the required studies are completed to apply for a mining permit.
Employees
Initially,
we intend to use the services of subcontractors for manual labor exploration
work on our claim and an engineer or geologist to manage the exploration
program. At present, we have no employees as such although each of our officers
and directors devotes a portion of his time to the affairs of the Company.
None
of our officers and directors has an employment agreement with us. We presently
do not have pension, health, annuity, insurance, profit sharing or similar
benefit plans; however, we may adopt such plans in the future. There are
presently no personal benefits available to any employee.
As
indicated above we will hire subcontractors on an as needed basis. We have
not
entered into negotiations or contracts with any of potential subcontractors.
We
do not intend to initiate negotiations or hire anyone until we are nearing
the
time of commencement of our planned exploration activities.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
This
section of the prospectus includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of
the
date of this prospectus. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
-27-
We
are a
start-up, pre-exploration stage company, have a limited operating history and
have not yet undertaken any exploration activity or generated or realized any
revenues from our sole property, the Portage Claims. As our property is in
the
early stage of exploration and there is no reasonable likelihood that revenue
can be derived from the property in the foreseeable future. There can be no
assurance that a commercially viable mineral deposit, an ore reserve, exists
on
the Portage Claims or can be shown to exist unless and until sufficient and
appropriate exploration work is carried out and a comprehensive evaluation
of
such work concludes economic and legal feasibility. Such work could take many
years of exploration and would require expenditure of very substantial amounts
of capital, capital we do not presently have and may never be able to raise.
We
have
funds sufficient to complete only Phase 1 of a three-phase exploration program
recommended for the Portage Claims.
Our
auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated any revenues and no revenues are
anticipated until we begin removing and selling minerals. Accordingly, we must
raise cash from sources other than the sale of minerals found on the Portage
Claims. That cash must be raised from other sources. Our only other source
for
cash at this time is investments by others in the Company. We must raise cash
to
implement our planned exploration program and stay in business.
To
meet
our need for cash we must raise additional capital. We will attempt to raise
additional money through a private placement, public offering or through loans
from our directors and officers. We have discussed this matter with our officers
and directors. However, our officers and directors are unwilling to make any
commitments as to the amount of money they are prepared to advance in the
future. At the present time, we have not made any arrangements to raise
additional cash. We require additional cash to continue operations. Such
operations could take many years of exploration and would require expenditure
of
very substantial amounts of money, money we do not presently have and may never
be able to raise. If we cannot raise it we will have to abandon our planned
exploration activities and go out of business.
We
estimate we will require $53,020 in cash over the next twelve months, including
the cost of planned Phase I exploration work for the Portage Claims during
that
period. We estimate our cash on hand will not enable us to continue in
business
for approximately 12 months. For a detailed breakdown see in “Liquidity and
Capital Reserves”, page 30. Therefore, we will need additional funds either from
advances made by our officers or directors, through the sale of treasury
shares
or the issuance of debt securities.
We
may
attempt to interest other companies to undertake exploration work on the Portage
Claims through joint venture arrangement or even the sale of part of the Portage
Claims. Neither of these avenues has been pursued as of the date of this
prospectus.
Since
we
do not presently have the requisite funds, we are unable to complete Phase
I of
the recommended exploration program until we raise more money or find a joint
venture partner to complete the exploration work. If we cannot find a joint
venture partner and do not raise more money, we will be unable to complete
any
work recommended by our independent professional engineer. If we are unable
to
finance exploration activities, we may have no alternative but to go out of
business.
-28-
We
do not
intend to hire any employees at this time. Any work undertaken on the property
will be conducted by unaffiliated independent contractors that we will hire.
The
independent contractors will be responsible for surveying, geology, engineering,
exploration, and excavation. The geologists will evaluate the information
derived from the exploration and excavation and the engineers will advise us
on
the economic feasibility of removing the mineralized material.
Limited
Operating History; Need for Additional Capital
There
is
no historical financial information about us upon which to base an evaluation
of
our performance as an exploration corporation. We are a pre-exploration stage
company and have not generated any revenues from our exploration activities.
Further, we have not generated any revenues since our formation on July 20,
2006. We cannot guarantee we will be successful in our exploration activities.
Our business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources, possible delays in the
exploration of our properties, and possible cost overruns due to price and
cost
increases in services.
To
become
profitable and competitive, we must invest into the exploration of our property
before we start production of any minerals we may find. We must obtain equity
or
debt financing to provide the capital required to fully implement our phased
exploration program.
We
have
no assurance that financing will be available to us on acceptable terms. If
financing is not available on satisfactory terms, we will be unable to commence,
continue, develop or expand our exploration activities. Even if available,
equity financing could result in additional dilution to existing shareholders.
Trends
We
are in
the pre-explorations stage, have not generated any revenue and have no prospects
of generating any revenue in the foreseeable future. We are unaware of any
known
trends, events or uncertainties that have had, or are reasonably likely to
have,
a material impact on our business or income, either in the long term of short
term, other than as described in this section or in ‘Risk Factors’, page
5.
Critical
Accounting Policies
Our
discussion and analysis of its financial condition and results of operations,
including the discussion on liquidity and capital resources, are based upon
our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires us to make estimates and judgments that affect
the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an ongoing basis, management
re-evaluates its estimates and judgments.
The
going
concern basis of presentation assumes we will continue in operation throughout
the next fiscal year and into the foreseeable future and will be able to realize
our assets and discharge our liabilities and commitments in the normal course
of
business. Certain conditions, discussed below, currently exist which raise
substantial doubt upon the validity of this assumption. The financial statements
do not include any adjustments that might result from the outcome of the
uncertainty.
Our
intended exploration activities are dependent upon our ability to obtain third
party financing in the form of debt and equity and ultimately to generate future
profitable exploration activity or income from its investments. As of June
30,
2007, we have not generated revenues, and have experienced negative cash flow
from minimal exploration activities. We may look to secure additional funds
through future debt or equity financings. Such financings may not be available
or may not be available on reasonable terms.
-29-
Overview
Our
financial statements contained herein have been prepared on a going concern
basis, which assumes that we will be able to realize our assets and discharge
our obligations in the normal course of business. We incurred net losses from
operations for the period from inception on July 20, 2006 to May 31, 2007 of
$24,806. We did not earn any revenues during the aforementioned
period.
Our
financial statements included in this prospectus have been prepared without
any
adjustments that would be necessary if we become unable to continue as a going
concern and are therefore required to realize upon our assets and discharge
our
liabilities in other than the normal course of operations.
We
are
presently in the pre-exploration stage and there is no assurance that a
commercially viable mineral deposit, a reserve, exits in the Portage Claims
until further exploration work is done and a comprehensive evaluation concludes
economic and legal feasibility. Such work could take many years of exploration
and would require expenditure of very substantial amounts of capital, capital
we
do not presently have and may never be able to raise. To date, we have not
conducted any exploration work on the Portage Claims. We
have
funds sufficient to complete only a portion of Phase 1 of a three-phase
exploration program recommended for the Portage Claims. Subject to raising
the
requisite additional capital we anticipate completing Phase I by no later than
the latter part of the summer of 2007 or the Spring of 2008.
Our
Planned Exploration Program
We
must
conduct exploration to determine what amounts of minerals exist on the Portage
Claims and if such minerals can be economically extracted and profitably
processed.
Our
planned exploration program is designed to efficiently explore and evaluate
our
property.
Subject
to raising additional capital, our anticipated exploration costs over the next
twelve months on the Portage Claims are approximately $9,200. This figure
represents the anticipated cost to us of completing the Phase I of the Doherty
Report. Should the results of the Phase I work be sufficiently encouraging
to
justify our undertaking the Phase II program, in order to undertake Phase II
(at
an estimated cost of $27,600), we will have to raise additional investment
capital.
Liquidity
and Capital Resources
Since
inception we have raised the capital through private placements of common stock
as follows:
As
of May
31, 2007 our total assets were $17,517 and our total liabilities were $21,473
including $17,156 to related parties.
As
of
June 30, 2007 we had cash reserves of $13,124 and unpaid accounts payable of
$1,542 not including $22,156 to related parties leaving a total amount of
$23,698. Including the cost of completing the Phase I exploration program on
the
Portage Claims, our non-elective expenses over the next twelve months, are
expected to be as follows:
-30-
|
Expense
|
Ref.
|
Estimated
Amount
|
|
Accounting
and audit
|
(i)
|
$
7,450
|
|
Bank
charges
|
84
|
|
|
Edgar
filing costs
|
(ii)
|
2,250
|
|
Exploration
costs
|
(iii)
|
9,200
|
|
Filing
fees - Nevada; Sec of State
|
(iv)
|
200
|
|
Management
fees
|
(v)
|
12,000
|
|
Offering
costs not paid to date
|
(vi)
|
15,200
|
|
Office
and general expenses
|
(vii)
|
500
|
|
Rent
|
(viii)
|
3,600
|
|
Transfer
agent fees
|
(ix)
|
1,000
|
|
Estimated
expenses for the next twelve
months
|
51,484
|
|
|
Account
payable - unrelated parties at June 30, 2007
|
(x)
|
1,542
|
|
Estimated
funds required over the next twelve months
|
$53,026
|
(i) Accounting
and audit
|
Relates
to fees in connection with the preparation of quarterly and annual
financial statements and filings on Forms 10-KSB and 10-QSB as
follows:
|
|
Period
|
Accountant
|
Auditor
|
Amount
|
|
August
31, 2007
|
$
750
|
$
500
|
$
1,250
|
|
November
30 , 2007
|
750
|
500
|
1,250
|
|
February
29, 2008
|
750
|
500
|
1,250
|
|
May
31, 2008
|
1,200
|
2,500
|
3,700
|
|
Estimated
total
|
$
3,450
|
$
4,000
|
$
7,450
|
(ii) Edgar
filing costs
|
It
is anticipated that we will be required to file amendments to this
Registration Statement and periodic reports with the SEC. . Represents
anticipated costs of $2,250 to prepare and file periodic reports.
|
(iii) Exploration
costs
|
The
projection of cash required over the next twelve months has assumed
that
Phase I of the recommended work program, set out in the Doherty Report,
will be completed at an estimated cost of
$9,200.
|
(iv) Filing
fees in Nevada
|
To
maintain the Company in good standing in the State of Nevada an annual
fee
of approximately $200.
|
(v) Management
fees
The
Company has agreed to pay its President, Martine Caron, $1,000 per month
commencing February 1, 2007.
(vi) Offering
costs not paid to date
|
Refer
to page 13 for breakdown of this amount. Note that $2,450 in fees
to be
paid to the internal accountant and independent auditors have been
accounted for under (i) above and therefore, to avoid double counting,
the
amount of $17.650 has been reduced by $2,450 to
$15,200.
|
(vii) Office
and general
|
We
have estimated a cost of approximately $500 for photocopying, printing,
fax and delivery.
|
(viii) Rent
The
Company has agreed to pay Martine Carson $300 per month for the use of her
residence as an office.
-31-
(ix) Transfer
agent
The
annual fee from Empire Stock Transfer to act as transfer agent for us is
$1,000
(x). Accounts
payable - unrelated parties
The
amount outstanding as at May 31, 2007 was $4,317, which has been reduced by
payments to the following creditors: Madson & Associated CPA’s Inc. for
$2,500 and Empire Stock Transfer Inc. for $275.
Our
future operations are dependent upon our ability to obtain third party financing
in the form of debt and equity and ultimately to generate future profitable
operations. As of June 30, 2007, we have not generated revenues, and have
experienced negative cash flow from operations. We may look to secure additional
funds through future debt, equity financings or advances from our officers
and
directors. These sources of financing may not be available or may not be
available on reasonable terms.
Ten
months ended May 31, 2007.
We
incurred accumulated net losses since inception of $24,806 as detailed in the
following table:
|
Expenses
|
Ref.
|
From
inception July
20, 2006 to
May
31, 2007
|
|
Accounting
and audit
|
(i)
|
$
3,784
|
|
Bank
charges
|
51
|
|
|
Consulting
|
(ii)
|
5,000
|
|
Exploration
and staking costs
|
(iii)
|
3,263
|
|
Filing
fees
|
(iv)
|
667
|
|
Geology
report
|
(v)
|
4,240
|
|
Incorporation
costs
|
(vi)
|
650
|
|
Management
fees
|
(vii)
|
4,000
|
|
Office
|
(viii)
|
106
|
|
Rent
|
(ix)
|
1,200
|
|
Travel
and entertainment
|
(x)
|
1,845
|
|
Total
|
$24,806
|
(i) Audit
and
Accounting
Represents
the cost of the preparation of the financial statements for the ten months
ended
May 31, 2007 and examination by Madsen & Associates CPA’s Inc. to render
their opinion thereon.
(ii) Consulting
Represents
consulting fees to DTDM Capital Management Ltd., a non-affiliated party, to
assist in the preparation of this registration statement.
(iii) Exploration
and staking costs
Represent
the cost of staking the Portage Claims for the sum of $3,263 and
transferring the rights to the minerals on the Claim to our name.
-32-
(iv) Filing
fees
Filing
fees incurred during the period comprise the following:
|
Initial
Directors, Officers Report for the State of Nevada
|
$
200
|
|
Certificate
of Good Standing required by Ontario Government to Open
a bank account in the Province
|
192
|
|
2007
Annual Report - registration fee
|
275
|
|
$
667
|
(v) Geology
Report
We
engaged the services of Aurium Geological Consultants to prepare the geological
report included in this registration statement.
(vi) Incorporation
costs
|
We
treat incorporation costs as a period cost and therefore it has been
written off in the period incurred.
|
(vii) Management
fees
|
Martine
Caron is paid monthly a management fees of $1,000 which started on
February 1, 2007 for a total consideration during the period of
$4,000.
|
(viii) Office
Office
costs represent charged for courier and photocopying.
((ix)) Rent
|
We
do not have an office but have arranged to use Martine Caron’s office in
her personal residence until such time as it become advantageous
to rent
our own office space. In consideration for the use of her office,
we have
agreed to pay her $300 per month starting on February 1, 2007 for
a total
consideration of $1,200.
|
(x) Travel
and entertainment
|
Travel
and entertainment includes travel and entertainment expenses incurred
by
the directors on company business including communicating with future
investors and meeting with
shareholders.
|
Balance
Sheet
Total
cash and cash equivalents, as at May 31, 2007, was $17,517. Our working capital
deficit as at May 31, 2007 was $3,956. If amounts owed to related parties are
excluded there is a positive working capital position of $13,200.
Our
working capital is attributable to the completion of an initial capital
contribution on February 21, 2007, which raised $1,200, and a private placement
on May 31, 2007, which raised a further $19,650. No revenue was generated during
these periods.
Total
shareholders’ deficiency as at May 31, 2007 was $3,956. Total shares outstanding
as at May 31, 2007, was 1,593,000.
As
of
June 30, 2007 shares of common stock outstanding was 1,593,000.
MANAGEMENT
Officers
and Directors
Each
of
our Directors serves until his successor is elected and qualified. Each of
our
officers is elected by the Board of Directors to a term of one (1) year and
serves until his successor is duly elected and qualified, or until he is removed
from office. The Board of Directors has no nominating or compensation
committees.
-33-
The
name,
address, age and position of our officers and directors is set forth below:
|
Name
and Address
|
Position(s)
|
Age
|
|
Martine
Caron
St.
Wenceslas, Quebec,
Canada,
|
Chief
Executive Officer,
President
And
Director (1)
|
50
|
|
Russell
James
Becancour,
Quebec,
Canada
|
Chief
Financial Officer, Chief
Accounting
Officer,
Secretary-Treasurer and Director (2)
|
50
|
|
(1)
|
Martine
Caron was appointed a director on July 20, 2006, and President and
Chief
Executive Officer on July 21, 2007.
|
|
(2)
|
Russell
James became a director on July 21, 2007 and was appointed Secretary
Treasurer and Chief Financial Officer on July 21,
2007.
|
The
percentage of common shares beneficially owned, directly or indirectly, or
over
which control or direction are exercised by the directors and officers of our
Company, collectively, is approximately 75% of the total issued and outstanding
shares.
None
of
our directors or officers has professional or technical accreditation in the
mining business.
Background
of officers and directors
MARTINE
CARON has been a director since inception and our President and CEO since July
25, 2007. Following high school graduation in 1976 she earned a diploma in
Restaurant Management and for 11 years thereafter Ms. Caron held a variety
of
management positions in a variety of hotels where she handled administration,
personnel and quality control matters. In 1987 Ms. Caron accepted the position
of Manager of Norsk Mechanical Ltd., a supplier and installer of plumbing
supplies to major commercial projects. Her duties included contract
administration, accounting and office management. In 1996 Ms. Caron and her
husband founded Norseman Plumbing, a residential and commercial plumbing
contractor. Norseman now has operation in both Canada and the United
States.
RUSSELL
L. JAMES has been a director and our Secretary Treasurer and Chief Financial
Officer since
August
2006. Mr. James has spent his as an automotive tradesman handling a variety
of
responsibilities in this business from building and servicing racecars to
management/administration of motor vehicle repair shops. Mr. James currently
owns and operates his own business, Rusty Maintenances Service, in Becancour,
Quebec.
None
of
our officers and directors work full time for our company. Martine Caron spends
approximately 15 hours a month on administrative and accounting matters. It
is
anticipated Martine will spend more time on Portage’s business, approximately 25
hours a month, during the next year as and when Portage becomes more active
in
our exploration activities. As Secretary Treasurer, Russell James likewise
spends approximately 10 hours per month on corporate matters.
Our
Directors and Officers are not directors of another company registered under
the
Securities and Exchange Act of 1934.
-34-
Board
of Directors
Since
inception our Board has held no meetings and our Audit Committee held no
meetings.
Below
is
a description of the Audit Committee of the Board of Directors.
The
Charter of the Audit Committee of the Board of Directors sets forth the
responsibilities of the Audit Committee. The primary function of the Audit
Committee is to oversee and monitor the Company’s accounting and reporting
processes and the audits of the Company’s financial statements.
Our
audit
committee is comprised of Martine Caron, our President, and Russell James our
Secretary Treasurer. Neither Ms. Caron nor Mr. James can be considered an “audit
committee financial expert” as defined in Item 401 of Regulation S-B.
Apart
from the Audit Committee, the Company has no other Board
committees.
Conflicts
of Interest
While
none of our officers and directors is a director or officer of any other company
involved in the mining industry there can be no assurance such involvement
will
not occur in the future. Such involvement could create a conflict of interest.
To
ensure
that potential conflicts of interest are avoided or declared to Portage and
its
shareholders and to comply with the requirements of the Sarbanes Oxley Act
of
2002, the Board of Directors adopted, on August 15, 2006, a Code of Business
Conduct and Ethics. Portage’s Code of Business Conduct and Ethics embodies our
commitment to such ethical principles and sets forth the responsibilities of
Portage and its officers and directors to its shareholders, employees,
customers, lenders and other stakeholders. Our Code of Business Conduct and
Ethics addresses general business ethical principles, conflicts of interest,
special ethical obligations for employees with financial reporting
responsibilities, insider trading rules, reporting of any unlawful or unethical
conduct, political contributions and other relevant issues.
Significant
Employees
We
have
no paid employees as such other than our President. Our Officers and Directors
fulfill many of the functions that would otherwise require Portage to hire
employees or outside consultants. The Company pays its President Martine Caron
$1,000 per month in management fees for such advisory services including
administrative/planning, financial, capital raising and other matters.
We
will
have to engage the services of certain consultants to assist in the exploration
of the Portage Claims. In particular we will engage a professional geologist
on
a consulting basis, together with an assistant(s) such geologist will
responsible for hiring and supervising, to conduct the Phase I exploration
work
to undertaken on the Portage Claims this summer. These individuals will be
responsible for the completion of the geological work on our claim and,
therefore, will be an integral part of our operations although they will not
be
considered employees either on a full time or part time basis. This is because
our exploration programs will not last more than a few weeks and once completed
these individuals will no longer be required. We have not identified any
individual who would work as a consultant for us.
Family
Relationships
Our
President and CEO and our Secretary Treasurer and CFO are
unrelated.
-35-
Involvement
in Certain Legal Proceedings
To
the
knowledge of the Company, during the past five years, none of our directors
or
executive officers:
|
(1)
|
has
filed a petition under the federal bankruptcy laws or any state insolvency
law, nor had a receiver, fiscal agent or similar officer appointed
by the
court for the business or property of such person, or any partnership
in
which he was a general partner at or within two years before the
time of
such filings;
|
|
(2)
|
was
convicted in a criminal proceeding or named subject of a pending
criminal
proceeding (excluding traffic violations and other minor
offenses);
|
|
(3)
|
was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him from or otherwise limiting, the following
activities:
|
(i)
acting as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliate person, director
or employee of any investment company, or engaging in or continuing any conduct
or practice in connection with such activity;
(ii)
engaging in any type of business practice; or
(iii)
engaging in any activities in connection with the purchase or sale of any
security or commodity or in connection with any violation of federal or state
securities laws or federal commodities laws;
|
(4)
|
was
the subject of any order, judgment, or decree, not subsequently reversed,
suspended, or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right
of such
person to engage in any activity described above under this Item,
or to be
associated with persons engaged in any such
activities;
|
|
(5)
|
was
found by a court of competent jurisdiction in a civil action or by
the SEC
to have violated any federal or state securities law, and the judgment
in
such civil action or finding by the SEC has not been subsequently
reversed, suspended, or vacated.
|
|
(6)
|
was
found by a court of competent jurisdiction in a civil action or by
the
Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding
by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
|
EXECUTIVE
COMPENSATION
COMPENSATION
DISCUSSION AND ANALYSIS
The
Company’s Board of Directors is responsible for establishing and administering
the Company’s executive and director compensation.
The
Board
of Director has approved a management fee to Martin Caron in the amount of
$1,000 per month. This monthly fee will pay Ms. Caron for time in performing
administrative functions for us including organizing the formation of the
Company, engaging consultants and developing our business plan. This fee was
determined by the Board considering the amount of time Ms. Caron will provide
to
the Company and also taking into consideration the financial condition of the
Company.
-36-
Compensation
Summary
The
following table summarizes all compensation earned by or paid to our Chief
Executive Officer (Principal Executive Officer) and other executive officers,
during the past two fiscal years.
Summary
Compensation Table
|
Name
and principal position
|
Year
|
Salary
|
Option
Award
|
All
Other compensation
|
Total
|
|
Martin
Caron
Chief
Executive Officer and President
|
2007
|
$4,000
|
0
|
0
|
0
|
|
2006
|
0
|
0
|
0
|
0
|
|
|
Russell
L. James
Chief
Financial Officer, Secretary, Treasurer
|
2007
|
0
|
0
|
0
|
0
|
|
2006
|
0
|
0
|
0
|
0
|
Compensation
of Directors
We
have
no standard arrangement to compensate directors for their services in their
capacity as directors. Directors are not paid for meetings attended. All travel
and lodging expenses associated with corporate matters are reimbursed by us,
if
and when incurred.
Activities
since Inception
Our
President, Martine Caron, incorporated our company, subscribed for shares to
provide initial working capital, identified the Portage Claims, arranged for
their staking, commissioned a geological report on the Portage Claims and
obtaining the assistance of professionals as needed. She identified investors
to
participate in the private placement closed on May 31, 2007, assisted in the
preparation of this registration statement and all other matters normally
performed by an executive officer.
Our
Secretary Treasurer Russell James has also assisted in identifying investors
to
participate in the private placement closed on May 31, 2007.
We
refer
readers to Note 4. of the financial statements accompanying this Registration
Statement for details of payments made by management to the
Company.
PRINCIPAL
SHAREHOLDERS
The
following table sets forth, as at June 30, 2007, the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The shareholder listed below has direct ownership of his/her
shares and possesses sole voting and dispositive power with respect to the
shares.
-37-
|
Title
or Class
|
Name
and Address of Beneficial
Owner
(1)
|
Amount
of Beneficial
Ownership
(2)
|
Percent
of Class
|
|
Common
Stock
|
Martine
Caron
990
Richard Street, St,
Wenceslas, Quebec, Canada,
G0Z
1J0
|
750,000
|
47.05%
|
|
Common
Stock
|
Russell
L. James
3835
Becancour Blvd. Becancour,
Quebec, Canada,
G9H 3W8
|
450,000
|
28.23%
|
|
Common
Stock
|
Directors
and Officers as a Group
|
1,200,000
|
75.28%
|
|
(1)
|
Unless
otherwise noted, the security ownership disclosed in this table is
of
record and beneficial.
|
|
(2)
|
Under
Rule 13-d of the Exchange Act, shares not outstanding but subject
to
options, warrants, rights, conversion privileges pursuant to which
such
shares may be acquired in the next 60 days are deemed to be outstanding
for the purpose of computing the percentage of outstanding shares
owned by
the person having such rights, but are not deemed outstanding for
the
purpose of computing the percentage for such other persons. None
of our
officers or directors has options, warrants, rights or conversion
privileges outstanding.
|
Future
Sales by Existing Shareholders
As
of
June 30, 2007 there are a total of 1,593,000 shares of our common stock are
issued and outstanding. Of these all 1,593,000, being 100%, are ‘restricted
shares’ as defined in Rule 144 of the Securities Act of 1933. Under this
Prospectus, we are registering 513,000 shares, being 32.2% of our issued shares
leaving 1,080,000 shares, being 67.8% of our shares, as restricted
shares.
|
Martine
Caron
|
675,000 shares
|
|
Russell
L. James
|
405,000
shares
|
|
Total
restricted shares
|
1,080,000
shares
|
DESCRIPTION
OF SECURITIES
Our
authorized capital consists of 200,000,000 shares of common stock, par value
$0.001 per share, of which 1,593,000 shares are issued and outstanding.
The
holders of our common stock are entitled to receive dividends as may be declared
by our Board of Directors; are entitled to share ratably in all of our assets
available for distribution upon winding up of the affairs our Company; and
are
entitled to one non-cumulative vote per share on all matters on which
shareholders may vote at all meetings of the shareholders.
The
shareholders are not entitled to preference as to dividends or interest;
preemptive rights to purchase in new issues of shares; preference upon
liquidation; or any other special rights or preferences.
In
addition, the shares of common stock are not convertible into any other
securities. There are no restrictions on dividends under any loan or other
financing arrangements.
-38-
Dividend
Policy
As
of the
date of this Prospectus we have not paid any cash dividends to stockholders.
The
declaration of any future cash dividends, if any, will be at the discretion
of
the Board of Directors and will depend on our earnings, if any, capital
requirements and financial position, general economic conditions and other
pertinent conditions. It is our present intention not to pay any cash dividends
in the near future.
Change
in Control of Our Company
We
do not
know of any arrangements which might result in a change in control.
Transfer
Agent
We
have
engaged the services of Empire Stock Transfer Inc., 2470 St Rose Parkway,
Henderson, Nevada, USA, 89075, to act as transfer and registrar.
Debt
Securities and Other Securities
There
are
no debts or other securities outstanding.
Market
Information
Our
shares of common stock are not traded on any public market but it is our
intention to find a market maker who will make an application to the NASD to
have our shares accepted for trading on the OTCBB once this registration
statement becomes effective. At the present time, there is no established market
for the shares of Portage and there is no assurance that a trading market will
ever be established. Further, there is no assurance an application to the NASD
will be approved. Although the OTCBB does not have any listing requirements
per
se, to be eligible for quotation on the OTCBB, issuers must remain current
in
their filings with the SEC; being as a minimum Forms 10-QSB and 10-KSB and
other
filings. Market makers will not be permitted to begin quotation of a security
whose issuer does not meet these filing requirements. Securities already quoted
on the OTCBB that become delinquent in their required filings will be moved
following a 30 or 60 day grace period if they do not make their filing during
that time. If our common stock is not quoted on the OTCBB, there will be no
market for trading in our common stock. This would make it far more difficult
for stockholders to dispose of their common stock. This could have an adverse
effect on the price of the common stock.
With
a
lack of liquidity in our common stock, trading prices might be volatile with
wide fluctuations. This assumes that there will be a secondary market at all.
Things that could cause wide fluctuations in our trading price of our stock
could be due to one of the following or a combination of several of
them:
|
●
|
Our
variations in our operations results, either quarterly or
annually;
|
|
●
|
trading
patterns and share prices in other exploration companies which
our
shareholders consider similar to ours;
|
|
●
|
The
exploration results on the Portage Claims, and
|
|
●
|
other
events which we have not control
over.
|
In
addition, the stock market in general, and the market prices for thinly traded
companies in particular, have experienced extreme volatility that often has
been
unrelated to the operating performance of such companies. These wide
fluctuations may adversely affect the trading price of our shares regardless
of
our future performance and that of Portage. In the past,
-39-
following
periods of volatility in the market price of a security, securities class action
litigation has often been instituted against such company. Such litigation,
if
instituted, whether successful or not, could result in substantial costs and
a
diversion of management’s attention and resources, which would have a material
adverse effect on our business, results of operations and financial conditions.
“Penny
Stock” Requirements
Our
common shares are not quoted on any stock exchange or quotation system in North
America or elsewhere in the world. The SEC has adopted a rule that defines
a
“penny stock”, for purposes relevant to us, as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less
than
$5.00 per share, subject to certain exceptions. For any transaction involving
a
penny stock, unless exempt, the rules require:
|
●
|
that
a broker or dealer approve a person’s account for transactions
in
penny stock; and
|
|
●
|
that
the broker or dealer receive from the investor a writer agreement
to the transactions setting forth the identity and quantity
of the penny stock to be purchased.
|
To
approve a person’s account transactions in penny stock, the broker or dealer
must:
|
●
|
obtain
financial information and investment experience and objectives
of the person; and
|
|
●
|
make
reasonable determination that the transactions in penny stock
are suitable for that person and that person has sufficient knowledge
and experience in financial matters to be capable of evaluating
the risks of transactions in penny
stocks.
|
The
broker or dealer must also deliver, prior to any transaction in a penny stock,
a
disclosure schedule prepared by the SEC relating to the penny stock market,
which, in highlight form:
|
●
|
sets
forth the basis on which the broker or dealer made the suitability
determination; and
|
|
●
|
that
the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
|
Disclosure
also has to be made about the risks of investing in penny stocks and about
commissions payable by both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available
to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
Because
of the imposition of the foregoing additional sales practices, it is possible
that brokers will not want to make a market in our shares. This could prevent
you from reselling shares and may cause the price of our shares to
decline.
CERTAIN
TRANSACTIONS
There
have been no transactions, or proposed transactions, which have materially
affected or will materially affect us in which any director, executive officer,
or beneficial holder of more than 10% of the outstanding common stock, or any
of
their respective relatives, spouses, associates or affiliates has had or will
have any direct or material indirect interest, except as follows:
-40-
On
February 21, 2006 Portage issued to:
(i)
our
President, Chief Executive Officer and Director, Martine Caron, 750,000 shares
at the price of $0.001 per share for total consideration of $750. Ms. Caron
has
registered 75,000 of these shares pursuant to this prospectus; and
(ii)
our
Chief Financial Officer, Chief Accounting Officer, Secretary-Treasurer and
a
Director, Russell James, 450,000 shares at the price of $0.001 per share for
total consideration of $450.
Mr.
James
has registered 45,000 of these shares pursuant to this prospectus.
Ms.
Caron
and Mr. James were, among other things, responsible for organizing Portage,
developing and implementing our business plan, sifting through a number of
possible mineral prospects before settling on acquisition of the Portage Claims,
arranging financing and taking on the task of preparing this prospectus. The
share issuance to Ms. Caron and Mr. James noted above was in recognition of
these services and their central role in creating, financing and furthering
its
business objectives from inception.
As
of May
31, 2007, Ms. Caron has received $5,200 from the Company. This sum represents
a
monthly management fee of $1,000 plus $300 on account for providing office
space
to the Company. Management fees are paid in consideration of advisory services
provided to the Company by Ms. Caron including administrative/planning,
financial, capital raising and other matters.
LITIGATION
We
are
not a party to any pending litigation and none is contemplated or threatened.
INTEREST
OF NAMED EXPERTS AND COUNSEL
No
named
expert or counsel referred to in the prospectus has any interest in Portage.
No
expert or counsel was hired on a contingent basis, will receive a direct or
indirect interest in Portage or was a promoter, underwriter, voting trustee,
director, officer or employee of, or for, Portage. Our financial statements
included in this Prospectus have been audited by Madsen & Associates, CPA’s
Inc. of # 3- 684 East Vine, Murray, Utah, 84107, as set forth in their report
included in this Prospectus.
The
geological report on the Portage Claims dated February 2006 titled "Technical
Report on the Alki Creek Property Klondike Area, Yukon”, was authored by R.
Allan Doherty, P. Geo., of 106A
Granite Road, Whitehorse, Yukon, Y1A 2V2.
The
legality of the shares of common stock being registered has been passed upon
by
Daniel B. Eng, Esq., 1455 Response Road, Suite 230, Sacramento, California,
95815.
MARKET
FOR COMMON SHARES
Market
Information
At
the
present time, there is no established market price for our shares.
There
are
no common shares subject to outstanding options, warrants or securities
convertible into common equity of our Company.
-41-
The
number of shares subject to Rule 144 is 1,593,000. Share certificates
representing these shares have the appropriate legend affixed on them.
There
are
no shares being offered to the public other than indicated in this
prospectus
Holders
Portage
has 36 shareholders as at the date of this prospectus.
ADDITIONAL
INFORMATION
We
are
subject to the informational requirements of the Securities Exchange Act of
1934, and in accordance therewith files reports, proxy or information statements
and other information with the Securities and Exchange Commission. Such reports,
proxy statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 100 F Street N. E.,
Washington, D.C. 20549, at prescribed rates. In addition, the Commission
maintains a web site that contains reports, proxy and information statements
and
other information regarding registrants that file electronically with the
Commission. The address of the Commission’s web site is http://www.sec.gov.
Portage
has filed with the Commission a registration statement on Form SB-2 under the
Securities Act of 1933 with respect to the common stock being offered hereby.
As
permitted by the rules and regulations of the Commission, this prospectus does
not contain all the information set forth in the registration statement and
the
exhibits and schedules thereto. For further information with respect to Portage
and the common stock offered hereby, reference is made to the registration
statement, and such exhibits and schedules. A copy of the registration
statement, and the exhibits and schedules thereto, may be inspected without
charge at the public reference facilities maintained by the Commission at the
addresses set forth above, and copies of all or any part of the registration
statement may be obtained from such offices upon payment of the fees prescribed
by the Commission. In addition, the registration statement may be accessed
at
the Commission’s web site. Statements contained in this prospectus as to the
contents of any contract or other document are not necessarily complete and,
in
each instance, reference is made to the copy of such contract or document filed
as an exhibit to the registration statement, each such statement being qualified
in all respects by such reference.
FINANCIAL
STATEMENTS
Our
fiscal year end is May 31. We will provide audited financial statements to
our
stockholders on an annual basis; Independent Accountants will audit the
financial statements.
Our
audited financial statements for the ten-month period from inception to May
31,
2007 immediately follow:
|
May
31, 2007 FINANCIAL STATEMENTS
|
Page
|
|
|
Report
of Independent Registered Public Accounting Firm
|
43
|
|
|
|
Balance
Sheet
|
44
|
|
|
Statement
of Operations
|
45
|
|
|
Statement
of Changes In Stockholders' Equity
|
46
|
|
|
Statement
of Cash Flows
|
47
|
|
Notes
to the Financial Statements
|
48
|
|
-42-
|
MADSEN
& ASSOCIATES CPA’s INC.
|
684
East Vine Street, #3
|
|
Certified
Public Accountants and Business Consultants
|
Murray,
Utah, 84107
|
|
Telephone
801-268-2632
|
|
|
Fax
801-262-3978
|
Board
of
Directors
Portage
Resources Inc.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have
audited the accompanying balance sheet of Portage Resources Inc.
(pre-exploration stage company) at May 31, 2007, and the related statement
of
operations, changes in stockholders' equity, and cash flows for the period
from
July 20, 2006 (date of inception) to May 31, 2007. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosure in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Portage Resources Inc as at May
31,
2007, and the results of operations and cash flows for the period from July
20,
2006 (date of inception) to May 31, 2007, in conformity with generally accepted
accounting principles.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company will need additional working
capital for its planned activities and to service its debt, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that
might
result from the outcome of this uncertainty.
Murray,
Utah MADSEN
& ASSOCIATES, CPA’s INC.
July
12,
2007
-43-
PORTAGE
RESOURCES INC.
(A
Pre-exploration Stage Company)
BALANCE
SHEET
May
31,
2007
|
ASSETS
|
|
|
CURRENT
ASSETS
|
|
|
Cash
|
$
17,517
|
|
Total
Current Assets
|
$
17,517
|
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY
|
|
|
CURRENT
LIABILITIES
|
|
|
Accounts
payable
|
$
4,317
|
|
Accounts
payable - related parties
|
17,156
|
|
Total
Current Liabilities
|
21,473
|
|
STOCKHOLDERS’
DEFICIENCY
|
|
|
Common
stock
|
|
|
200,000,000
shares authorized, at $0.001 par value;
|
|
|
1,593,000
shares issued and outstanding
|
1,593
|
|
Capital
in excess of par value
|
19,257
|
|
Deficit
accumulated during the pre-exploration stage
|
(24,806)
|
|
Total
Stockholders’ Deficiency
|
(3,956)
|
|
$
17,517
|
The
accompanying notes are an integral part of these financial
statements.
-44-
PORTAGE
RESOURCES INC.
(A
Pre-exploration Stage Company)
STATEMENT
OF OPERATIONS
For
the
period from July 20, 2006 (date of inception) to May 31, 2007
|
REVENUES
|
$
-
|
|
EXPENSES
|
|
|
Exploration,
staking and geological report
|
7,503
|
|
Administrative
|
17,303
|
|
NET
LOSS FROM OPERATIONS
|
$(24,806)
|
|
NET
LOSS PER COMMON SHARE
|
|
|
Basic
and diluted
|
$
(0.02)
|
|
AVERAGE
OUTSTANDING SHARES
|
|
|
Basic
|
1,201,252
|
The
accompanying notes are an integral part of these financial
statements.
-45-
PORTAGE
RESOURCES INC.
(Pre-Exploration
Stage Company)
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
Period
July
20, 2006 (date of inception) to May 31, 2007
|
Common
Shares
|
Stock
Amount
|
Capital
in Excess
of
Par
Value
|
Accumulated
Deficit
|
|
|
Balance
July 20, 2006
|
-
|
$
-
|
$
-
|
$
-
|
|
Issuance
of common shares for cash at $.001
- February 21, 2007
|
1,200,000
|
1,200
|
-
|
-
|
|
Issuance
of common shares for cash at $.05
- May 31, 2007
|
393,000
|
393
|
19,257
|
- |
|
Net
operating loss for the period July 20, 2006 ( date of Inception)
to May 31, 2007
|
-
|
-
|
-
|
(24,806)
|
|
Balance
as at May 31, 2007
|
1,593,000
|
$
1,593
|
$
19,257
|
$
(24,806)
|
The
accompanying notes are an integral part of these financial
statements
-46-
PORTAGE
RESOURCES INC.
(A
Pre-exploration Stage Company)
STATEMENT
OF CASH FLOWS
For
the
period from July 20, 2006 (date of inception) to May 31, 2007
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
Net
loss
|
$(24,806)
|
|
Adjustments
to reconcile net loss to net
cash provided by operating
activities:
|
|
|
Changes
in accounts payable
|
4,317
|
|
Net
Cash Provided (Used) in Operations
|
(20,489)
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
-
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
Proceeds
from loan from related party
|
17,156
|
|
Proceeds
from issuance of common stock
|
20,850
|
|
38,006
|
|
|
Net
Increase (Decrease) in Cash
|
17,517
|
|
Cash
at Beginning of Period
|
-
|
|
CASH
AT END OF PERIOD
|
$
17,517
|
The
accompanying notes are an integral part of these financial
statements
-47-
PORTAGE
RESOURCES INC.
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
May
31,
2007
1. ORGANIZATION
The
Company, Portage Resources Inc. was incorporated under the laws of the State
of
Nevada on July 20, 2006 with the authorized capital stock of 200,000,000 shares
at $0.001 par value.
The
Company was organized for the purpose of acquiring and developing mineral
properties. At the report date mineral claims, with unknown reserves, had been
acquired. The Company has not established the existence of a commercially
minable ore deposit and therefore has not reached the development stage and
is
considered to be in the pre-exploration stage.
The
Company has elected May 31 as its fiscal year.
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Accounting
Methods
The
Company recognizes income and expenses based on the accrual method of
accounting.
Dividend
Policy
The
Company has not yet adopted a policy regarding payment of
dividends.
|
Basic
and Diluted Net Income (loss) Per
Share
|
|
Basic
net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income
(loss)
per share amounts are computed using the weighted average number
of common
and common equivalent shares outstanding as if shares had been issued on
the exercise of the common share rights unless the exercise becomes
antidulutive and then only the basic per share amounts are shown
in the
report.
|
-48-
PORTAGE
RESOURCES INC.
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
May
31,
2007
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Evaluation
of Long-Lived Assets
The
Company periodically reviews its long term assets and makes adjustments, if
the
carrying value exceeds fair value.
Income
Taxes
The
Company utilizes the liability method of accounting for income taxes. Under
the
liability method deferred tax assets and liabilities are determined based on
differences between financial reporting and the tax bases of the assets and
liabilities and are measured using the enacted tax rates and laws that will
be
in effect, when the differences are expected to be reversed. An allowance
against deferred tax assets is recorded, when it is more likely than not, that
such tax benefits will not be realized.
On
May
31, 2007 the Company had a net operating loss carry forward of $24,806 for
income tax purposes. The tax benefit of approximately $7,500 from the loss
carry
forward has been fully offset by a valuation reserve because the future tax
benefit is undeterminable since the Company is unable to establish a predictable
projection of operating profits for future years. Losses will expire on
2027.
Foreign
Currency Translations
Part
of
the transactions of the Company were completed in Canadian dollars and have
been
translated to US dollars as incurred, at the exchange rate in effect at the
time, and therefore, no gain or loss from the translation is recognized. The
functional currency is considered to be US dollars.
Revenue
Recognition
Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.
Advertising
and Market Development
The
company expenses advertising and market development costs as
incurred.
Financial
Instruments
|
The
carrying amounts of financial instruments are considered by management
to
be their fair value to their short term
maturities.
|
-49-
PORTAGE
RESOURCES INC.
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
May
31,
2007
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Estimates
and Assumptions
Management
uses estimates and assumptions in preparing financial statements in accordance
with general accepted accounting principles. Those estimates and assumptions
affect the reported amounts of the assets and liabilities, the disclosure of
contingent assets and liabilities, and the reported revenues and expenses.
Actual results could vary from the estimates that were assumed in preparing
these financial statements.
|
|
Statement
of Cash Flows
|
|
For
the purposes of the statement of cash flows, the Company considers
all
highly liquid investments with a maturity of three months or less
to be
cash equivalents.
|
Unproven
Mining Claim Costs
Cost
of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.
|
Environmental
Requirements
|
|
At
the report date environmental requirements related to the mineral
claim
acquired are unknown and therefore any estimate of any future cost
cannot
be made.
|
Recent
Accounting Pronouncements
The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.
3. AQUISITION
OF MINERAL CLAIM
|
In
late 2006, the Company had the ROK 1-20 claims staked and ownership
put
into its own name. The claims are located 15 miles east of Dawson
City,
Yukon. The expiry dates of the claims are December 13, 2007. In accordance
with the Yukon Quartz Mining Act, yearly extensions to the expiry
dates of
quartz claims are dependent upon conducting $100 (Cdn) (US$92) for
work
per claim or paying the equivalent cash in lieu of work for a total
consideration of $2,000 (Cdn.) (US$1,840). On the date of this report
the
Company had not established the existence of a commercially minable
ore
deposit on the claims.
|
-50-
PORTAGE
RESOURCES INC.
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
May
31,
2007
4. SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY
Officers-directors
and their families have acquired 75% of the common stock issued and have made
no
interest, demand loans to the Company of $17,156.
Officers-directors
are compensated for their services in the amount of a total $1,000 per month
starting February 1, 2007.
5. CAPITAL
STOCK
On
February 21, 2007, Company completed a private placement consisting of 1,200,000
common shares sold to directors and officers at a price of $0.001 per share
for
a total consideration of $1,200. On May 31, 2007, the completed a private
placement of 393,000 common shares at $0.05 per share for a total consideration
of $19,650.
|
6.
|
GOING
CONCERN
|
|
The
Company will need additional working capital to service its debt
and to
develop the mineral claims acquired, which raises substantial doubt
about
its ability to continue as a going concern. Continuation of the Company
as
a going concern is dependent upon obtaining additional working capital
and
the management of the Company has developed a strategy, which it
believes
will accomplish this objective through additional equity funding,
and long
term financing, which will enable the Company to operate for the
coming
year.
|
-51-
PART
II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item
24. Indemnification
of Directors and Officers
Nevada
Revised Statutes 78.037 provides that Articles of Incorporation can contain
provisions which eliminate or limit the personal liability of our officers
and
directors and even stockholders for damages for breach of fiduciary duty, but
a
corporation cannot eliminate or limit a director’s or officer’s liability for
acts or failure to act which are based on intentional misconduct, fraud, or
a
willful violation of law. Our Articles of Incorporation provides that a director
or officer is not personally liable to us or our shareholders for damages for
any breach of fiduciary duty as a director or officer, except for liability
for
(i) acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of distribution in violation of Nevada
Revised Statures, 78.300.
Additionally,
our By-laws provide that we will indemnify our officers and directors to the
fullest extent permitted by the Nevada Revised Statutes, provided the officer
or
director acts in good faith and in a manner which he or she reasonably believes
to be in or not opposed to Portage’s best interest, and with respect to any
criminal matter, had no reasonable cause to believe that his or her conduct
was
unlawful. Our By-laws also provide that, to the fullest extent permitted by
Section 78.751 of the Nevada Revised Statutes, we will pay the expenses of
our
officers and directors incurred in defending a civil or criminal action, suit
or
proceeding, as they are incurred and in advance of the final disposition of
the
matter, upon receipt of an undertaking acceptable to the Board of Directors
for
the repayment of such advances if it is ultimately determined by a court of
competent jurisdiction that the officer or director is not entitled to be
indemnified.
Subsection
(1) of Section 78.7502 of the Nevada Revised Statutes empowers a corporation
to
indemnify any person who was or is a party or is threatened to be made a party
of any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by
or in
the right of the corporation) by reason of the fact that the person is or was
a
director, officer, employee, or agent of another corporation, partnership,
joint
venture, trust, or other enterprise, against expenses (including attorney’s
fees), judgment, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit, or proceeding if
the
person acted in good faith and in a manner he or she reasonably believed to
be
in or not opposed to be the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
or
her conduct was unlawful.
Subsection
(2) of Section 78.7502 of the Nevada Revised Statutes empowers a corporation
to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action or suit by or in the right
of
the corporation to procure a judgment in favor by reason of the fact that such
person acted in any of the capacities set forth in subsection (1) enumerated
above, against expenses (including amounts paid in settlement and attorney’s
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if the person acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation except that no indemnification may be made
in
respect to any claim, issue, or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that
the
court in which such action or suit was brought determines that in view of all
the circumstances of the case, such person is fairly and reasonably entitled
to
indemnify for such expenses which the court shall deem proper.
Subsection
(3) of Section 78.7502 of the Nevada Revised Statutes provides that to the
extent a director, officer, employee, or agent of a corporation has been
successful in the defense of any action, suit, or proceeding referred to in
subsection (1) and (2) or in the defense of any claim, issue, or matter therein,
that person shall be indemnified against expenses (including attorney’s fees)
actually and reasonable incurred by him or her in connection
therein.
-52-
ARTICLES
AND BYLAWS. Portage’s Articles of Incorporation (Article 12) and Portage’s
Bylaws (Article 11) provide that Portage shall, to the fullest extent permitted
by law, indemnify all directors of Portage, as well as any officers or employees
of Portage to whom Portage was agreed to grant indemnification.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933,
as
amended, the Securities Exchange Act of 1934 or the Rules and Regulations of
the
Securities and Exchange Commission thereunder may be permitted under said
indemnification provisions of the law, or otherwise, Portage has been advised
that, in the opinion of the Securities and Exchange Commission, any such
indemnification is against public policy and is, therefore,
unenforceable.
ITEM
25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table sets forth the estimated fees and expenses in connection with
the issuance and distribution of the securities being registered hereunder,
all
of which are being paid by us:
|
Auditing
and Accounting
|
$
4,950
|
|
Legal
and Consulting
|
27,500
|
|
Printing,
photocopying and deliver
|
200
|
|
SEC
filing fees
|
3
|
|
Total
estimated expenses of issuance and distribution
|
$
32,653
|
ITEM
26. RECENT SALES OF UNREGISTERED SECURITIES
(a)
Prior sales of common shares within the past three years
Since
inception on July 20, 2006 to the date of this registration statement, Portage
has sold the following securities which were not registered under the Securities
Act of 1933:
On
February 21, 2007 we accepted subscriptions for our two officers, both residents
of Quebec, Canada, for the purchase of 1,200,000 shares at the price of $0.001
per share raising net proceeds of $1,200.
On
May
31, 2007 we accepted subscriptions from 34 individual investors, all residents
of the Provinces of Ontario and Quebec, Canada, for the purchase of 393,000
shares at a price of $0.05 per share raising net proceeds of $19,650.
We
issued
the foregoing restricted shares of common stock to the individuals pursuant
to
Regulation S of the Securities Act of 1933.No commissions were paid to anyone
in
onnection with the sale of the shares and no general solicitation was made
to
anyone. All
of
the investors are residents outside of the United States; the transaction took
place outside the U.S.; no directed selling efforts were made in the U.S. by
Portage, any distributor, any affiliate or any person acting on behalf of the
foregoing; the securities were offered and sold in a foreign (Canada) directed
offering, to residents thereof and in accordance with the rules and regulations
of the British Columbia Securities Commission.
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ITEM
27. EXHIBITS
The
following exhibit is attached to this Registration Statement:
|
Exhibit
No.
|
Description
|
|
23.1
|
Consent
of Madsen & Associated, CPA’s
Inc.
|
The
following Exhibits are incorporated by reference to
the
Portage Resources Inc. Registration Statement on Form SB-2 filed on July 16,
2007
|
Exhibit
No.
|
Description
|
|
3.1
|
Certificate
of Incorporation
|
|
3.2
|
Articles
of Incorporation
|
|
3.4
|
Bylaws
|
|
4
|
Specimen
Stock Certificate
|
|
5
|
Opinion
re. Legality, Daniel
B. Eng, Attorney
At Law
|
|
10.1
|
Transfer
Agent and Registrar Agreement
|
|
11
|
Statement
re: Computation of Per Share Earnings
|
|
14
|
Code
of Ethics
|
|
23.2
23.3
|
Consent
of Daniel B. Eng, Attorney
At Law (refer to Exhibit 5)
Consent
of R. Allan Doherty,
Professional Geologist.
|
|
99.1
|
Audit
Committee Charter
|
ITEM
28: UNDERTAKINGS
Portage
hereby undertakes:
(a)
|
(1)
|
File,
during any period in which it offers or sells securities, a post-effective
amendment to this registration statement
to:
|
(i) Include
any prospectus required by section 10 (a) (3) of the Securities Act of
1933;
(ii) Reflect
in the prospectus any facts or events which, individually or together, represent
a fundamental change in the information in the registration statement, and
notwithstanding the forgoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospects
filed
with the U.S. Securities and Exchange Commission pursuant to Rule 424 (b) if,
in
the aggregate, the changes in the volume and price represent no more than a
20%
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement.
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(iii) Include
any additional or changed material information on the plan of
distribution.
|
(2)
|
For
determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be initial
bona fide offering.
|
|
(3)
|
File
a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the
offering.
|
(4)
For
determining liability of the undersigned small business issuer under the
Securities Act to any purchaser in the initial distribution of the securities,
the undersigned small business issuer undertakes that in a primary offering
of
securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting method used to sell
the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
small
business issuer will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned small business issuer
relating to the offering required to be filed pursuant to Rule 424
(§ 230.424 of this chapter);
(ii)
Any
free
writing prospectus relating to the offering prepared by or on behalf of the
undersigned small business issuer or used or referred to by the undersigned
small business issuer;
(iii)
The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned small business issuer or its
securities provided by or on behalf of the undersigned small business issuer;
and
(iv)
Any
other
communication that is an offer in the offering made by the undersigned small
business issuer to the purchaser.
|
(c)
|
Provide
to the underwriter at the closing specified in the underwriting agreement
certificates in such denominations and registered in such names as
required by the underwriter to permit prompt delivery to each
purchaser.
|
| (d) |
Insofar
as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons
of
the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the
opinion
of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses
incurred
or paid by a director, officers or controlling person of the small
business issuer in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling
person
in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has
been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will
be
governed by the final adjudication of such issue.
|
-55-
|
(e)
|
For
the purpose of determining liability under the Securities Act to
any
purchaser, each prospectus filed pursuant to Rule 424(b) (§ 230.424(b) of
this chapter) as part of a registration statement relating to an
offering,
other than registration statements relying on Rule 430B or other
than
prospectuses filed in reliance on Rule 430A (§ 230.430A of this chapter),
shall be deemed to be part of and included in the registration statement
as of the date it is first used after effectiveness. Provided,
however,
that no statement made in a registration statement or prospectus
that is
part of the registration statement or made in a document incorporated
or
deemed incorporated by reference into the registration statement
or
prospectus that is part of the registration statement will, as to
a
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement
or
made in any such document immediately prior to such date of first
use.
|
-56-
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, Portage
certifies that it has reasonable grounds to believe that it meets all the
requirements of filing on Form SB-2A and authorized this registration to
be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City
of St Wenceslas, Quebec, Canada on August 15, 2007.
PORTAGE
RESOURCES
INC.
MARTINE
CARON
Martine
Caron
Principal
Executive Officer
President,
and Director
Special
Power of Attorney
The
undersigned constitute and appoint Martine Caron their true and lawful
attorney-in-fact and agent with full power of substitution, for him and
in his
name, place, and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form SB-2A registration
statement, and to file the same with all exhibits thereto, and all documents
in
connection therewith, with the U.S. Securities and Exchange Commission,
granting
such attorney-in-fact the full power and authority to do and perform each
and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could
do in
person, hereby ratifying and confirming all that such attorney-in-fact
may
lawfully do or cause to be done by virtue hereof. Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed
by
the following persons in the capacities and on the date indicated.
Date:
August 15, 2007.
MARTINE
CARON
Martine
Caron
Principal
Executive Officer
President
and Director
RUSSELL
L. JAMES
Russell
L. James
Principal
Financial Officer, Principal Accounting Officer,
Secretary
Treasurer and Director
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