Portage Resources Inc. Form 10-QSB August 31, 2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB
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(X
)
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE
ACT OF
1934
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For
the
quarter period ended August 31,
2007
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|
(
)
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
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For
the
transition period form
to
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Commission
File
number 333-144585
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PORTAGE
RESOURCES INC.
(Exact
name of small business issuer as specified in its charter)
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Nevada
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75-3244927
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|
(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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990
Richard Street, Saint Wenceslas, Quebec, Canada, G0Z
1J0
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(Address
of principal executive offices)
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1-819-740-0810
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(Issuer’s
telephone number)
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N/A
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(Former
name, former address and former fiscal year, if changed since last
report)
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Check
whether the issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X] No □
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)
Yes
[ X ]
No [ ]
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PROCEDING FIVE YEARS
Check
whether the registrant filed all documents and reports required to be filed
by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes □
No
□
Indicate
by check-mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)
Yes
[X]
No [ ]
APPLICABLE
ONLY TO CORPORATE ISSUERS
State
the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:
August
31, 2007: 1,593,000 common shares
Transitional
Small Business Disclosure format (Check one): Yes [ ] No [X]
NDEX
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Page
Number
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PART
1.
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FINANCIAL
INFORMATION
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ITEM
1.
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Financial
Statements (unaudited)
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3
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Balance
Sheet as at August 31, 2007 and May 31, 2007
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4
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Statement
of Operations
For
the three ended August 31, 2007 and for the period July 20, 2006
to August
31, 2006 and for the period February 13, 2007 (Date of Inception)
to
August 31, 2007
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5
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Statement
of Cash Flows
For
the three months ended August 31, 2007 and for the period July 20,
2007 to
August 31, 2006 and for the period February 13, 2007 (Date of Inception)
to August 31, 2007
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6
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Notes
to the Financial Statements.
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7
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ITEM
2.
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Management’s
Discussion and Analysis or Plan of Operations
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11
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ITEM 3.
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Controls
and Procedures
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22
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PART
11.
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OTHER
INFORMATION
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22
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ITEM
1.
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Legal
Proceedings
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22
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ITEM
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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22
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ITEM
3.
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Defaults
Upon Senior Securities
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23
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ITEM
4.
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Submission
of Matters to a Vote of Security Holders
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23
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ITEM
5.
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Other
Information
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23
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ITEM
6.
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Exhibits
and Reports on Form 8-K
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23
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SIGNATURES.
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24
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PART
1 - FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
The
accompanying balance sheets of Portage Resources Inc. (a pre-exploration stage
company) at August 31, 2007 (with comparative figures as at May 31, 2007) and
the statement of operations for the three months ended August 31, 2007 and
for
the period from February 13, 2007 (date of incorporation) to August 31, 2007
and
the statement of cash flows for the three months ended August 31, 2007 and
for
the period from February 13, 2007 (date of incorporation) to August 31, 2007
have been prepared by the Company’s management in conformity with accounting
principles generally accepted in the United States of America. In the opinion
of
management, all adjustments considered necessary for a fair presentation of
the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature.
Operating
results for the quarter ended August 31, 2007 are not necessarily indicative
of
the results that can be expected for the year ending May 31, 2008.
PORTAGE
RESOURCES INC.
(A
Pre-exploration Stage Company)
BALANCE
SHEETS
(Unaudited
- Prepared by Management)
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August
31,
2007
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May
31,
2007
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ASSETS
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CURRENT
ASSETS
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Cash
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$
8,513
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$
17,517
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Total
Current Assets
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$
8,513
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$
17,517
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LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY
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CURRENT
LIABILITIES
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Accounts
payable
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$
4,403
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$
4,317
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Accounts
payable - related parties
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37,198
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17,156
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Total
Current Liabilities
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41,601
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21,473
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STOCKHOLDERS’
DEFICIENCY
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Common
stock
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200,000,000
shares authorized, at $0.001 par value;
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1,593,000
shares issued and outstanding
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1,593
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1,593
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Capital
in excess of par value
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19,257
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19,257
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Deficit
accumulated during the pre-exploration stage
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(53,938)
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(24,806)
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Total
Stockholders’ Deficiency
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(33,088)
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(3,956)
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$
8,513
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$
17,517
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The
accompanying notes are an integral part of these unaudited financial
statements.
PORTAGE
RESOURCES INC.
(A
Pre-exploration Stage Company)
STATEMENT
OF OPERATIONS
For
three
months ended August 31, 2007 and fro the period July 20, 2006 to August 31,
2006
and for the period from July 20, 2006 (date of inception) to August 31,
2007
(Unaudited
- Prepared by Management)
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Three
months
ended
August
31, 2007
|
From
July 20, 2006
(date
of inception)
to
August
31, 2006
|
From
July 20, 2006
(date
of inception) to
August
31,
2007
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REVENUES
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$
-
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$
-
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$
-
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EXPENSES
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Accounting
and auditing
|
3,362
|
-
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7,146
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Bank
charges and interest
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2
|
-
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53
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Consulting
|
15,000
|
-
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20,000
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|
Exploration
and staking
|
-
|
-
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3,263
|
|
Filing
fees
|
-
|
-
|
667
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|
Geological
report
|
-
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-
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4,240
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Incorporation
costs
|
-
|
650
|
650
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Legal
|
4,000
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-
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4,000
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Management
fees
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3,000
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-
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7,000
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|
Office
|
205
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-
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311
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Rent
|
900
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-
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2,100
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Travel
and entertainment
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1,663
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-
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3,508
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Transfer
agent’s fees
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1,000
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-
|
1,000
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NET
LOSS
FROM
OPERATIONS
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$(29,132)
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$
(650)
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$
(53,938)
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NET
LOSS PER COMMON
SHARE
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Basic
and diluted
|
$
(0.02)
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$
(0.00)
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AVERAGE
OUTSTANDING
SHARES
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|
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Basic
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1,593,000
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1,200,000
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The
accompanying notes are an integral part of these unaudited financial
statements.
PORTAGE
RESOURCES INC.
(A
Pre-exploration Stage Company)
STATEMENT
OF CASH FLOWS
For
the
three months ended August 31, 2007 and for the period July 20, 2006 to August
31, 2006 and for the period from July 20, 2006 (date of inception) to August
31,
2007
(Unaudited
- Prepared by Management)
| |
Three
months
ended
August
31,
2007
|
From
July 20, 2006
(date
of inception)
to
August
31, 2006
|
From
July 20, 2006
(date
of inception) to
August
31, 2007
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|
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CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
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|
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Net
loss
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$(29,132)
|
$
(650)
|
$
(53,938)
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|
|
|
|
Adjustments
to reconcile net loss to net cash provided by operating
activities:
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|
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Changes
in accounts payable
|
86
|
650
|
4,403
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|
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Net
Cash Provided (Used) in Operations
|
(29,046)
|
-
|
(49,535)
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CASH
FLOWS FROM INVESTING ACTIVITIES:
|
-
|
-
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-
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CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
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|
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Proceeds
from loan from related party
|
20,042
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-
|
37,198
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|
Proceeds
from issuance of common stock
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-
|
-
|
20,850
|
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20,042
|
-
|
58,048
|
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|
|
|
|
Net
Increase (Decrease) in Cash
|
(9,004)
|
-
|
8,513
|
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|
|
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Cash
at Beginning of Period
|
17,517
|
-
|
-
|
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|
|
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CASH
AT END OF PERIOD
|
$
8,513
|
$
-
|
$
8,513
|
The
accompanying notes are an integral part of these unaudited financial
statements
PORTAGE
RESOURCES INC.
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
August
31, 2007
(Unaudited
- Prepared by Management)
1. ORGANIZATION
The
Company, Portage Resources Inc., was incorporated under the laws of the State
of
Nevada on July 20, 2006 with the authorized common 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.
|
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.
PORTAGE
RESOURCES INC.
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
August
31, 2007
(Unaudited
- Prepared by Management)
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Income
Taxes
-
Continued
On
August
31, 2007 the Company had a net operating loss carry forward of $53,938 for
income tax purposes. The tax benefit of approximately $16,000 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 2028.
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.
|
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.
| |
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.
|
PORTAGE
RESOURCES INC.
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
August
31, 2007
(Unaudited
- Prepared by Management)
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
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.
|
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 $37,198.
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 Company completed a
private placement of 393,000 common shares at $0.05 per share for a total
consideration of $19,650.
PORTAGE
RESOURCES INC.
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
August
31, 2007
(Unaudited
- Prepared by Management)
| |
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.
|
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR
PLAN
OF OPERATIONS
The
following discussion should be read in conjunction with the information
contained in the financial statements of Portage Resources Inc. (“Portage”) and
the notes which form an integral part of the financial statements which are
attached hereto.
The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and
are
stated in United States dollars.
The
Company was incorporated under the laws of the State of Nevada on July 20,
2006
under the name of Portage Resources Inc. 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.
LIQUIDITY
AND CAPITAL RESOURCES
Portage
has had no revenue since inception and its accumulated deficit is $53,938.
To
date, the growth of Portage has been funded by the sale of shares and advances
by its director in order to meet the requirements of filing with the SEC and
maintaining the Portage Claims in good standing.
The
plan
of operations during the next twelve months is for us to undertake exploration
work on the Portage Claims and meet our filing requirements. Presently we do
not
have the funds to consider any additional mineral claims.
Our
management estimates that a minimum of $45,687 will be required over the next
twelve months to pay for such expenses as follows:
|
Funds
required
|
Estimated
Amount
|
| |
|
|
Accounting
and audit - quarter and annual financial statements
|
$
7,450
|
|
Bank
charges
|
84
|
|
Consulting
fees - relating to the Form SB-2
|
5,000
|
|
Edgar
filing costs - for quarter and annual financial statements
|
2,250
|
|
Exploration
costs - as estimated for completion of Phase I
|
9,200
|
|
Filing
fees - Nevada; Sec of State
|
200
|
|
Management
fees - paid at $1,000 per month to the Portage’s president
|
12,000
|
|
Office
and general expenses
|
500
|
|
Rent
- use of the President’s residence at $300.00 per month
|
3,600
|
|
Transfer
agent fees
|
1,000
|
|
Estimated
expenses for the next twelve
months
|
41,284
|
|
Account
payable - unrelated parties at August 31, 2007
|
4,403
|
|
Estimated
funds required over the next twelve months
|
$45,687
|
Obviously
Portage does not have the required funds on hand to meet all the above noted
obligation and therefore it will have to either sell additional shares or obtain
advances from its directors and officers. The directors and officers are
prepared to advance further funds to the company to ensure that it is able
to
pay its current obligations as noted above.
RESULTS
OF OPERATIONS
Corporate
Organization and History Within Last Five years
Portage
was incorporated under the laws of the State of Nevada on July 20, 2006 under
the name of Portage Resources Inc. Portage
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 other than the ROK 1-20 mineral claims located in the Yukon,
Canada.
Business
Development 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 government 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.
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 which became effective
on August 27, 2007.
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.
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.
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.
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).
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
ariably
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
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
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:
| |
|
|
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.
Phase
I
work will include establishing a grid and the creation of maps showing the
location of all roads in and near the perimeter of the Portage Claims. The
laying out of a grid and line cutting involves the physical cutting of the
underbrush and overlay to establish an actual grid on the ground whereby items
can be related one to another more easily and with greater accuracy. When we
map, we essentially generate a drawing of the physical features of the land
we
are interested in as well as a depiction of what may have been found in relation
to the boundaries of the property. So we will actually draw a scale map of
the
area and make notes on it as to the location where anything was found that
was
of interest or not. In the process we will also identify any showings which
appear to warrant sampling, i.e. any rock formations that appear to warrant
our
taking soil and rock samples from the claims to a laboratory where a
determination of the elemental make up of the sample and the exact
concentrations of gold and/or uranium and other indicator minerals can be made.
Based on the Doherty Report we expect the costs of Phase I work to total
approximately $9,200.
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
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.
Forward
Looking Statements
This
section of this Form 10-QSB 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.
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 Form 10-QSB, you should consider many important factors in
determining whether to purchase the shares in our company.
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 $45,687. 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.
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 August 31, 2007, the date of our most recent
financial statements is $53,938. 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 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 studies, 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.
|
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 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.
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:
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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
FINRA
personnel; and
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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.
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Presently,
we estimate the time it will take us to become twelve to fifteen weeks 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.
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18.
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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.
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If
a
market for our shares develops, the share price may be volatile with wide
fluctuations in response to several factors, including:
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Potential
investors’ anticipated feeling regarding our results of
operations;
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Increased
competition and/or variations in mineral prices;
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Our
ability or inability to generate future revenues; and
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Market
perception of the future of the mineral exploration
industry.
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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.
ITEM
3. CONTROLS
AND PROCEDURES
(a) Evaluation
of Disclosure Controls and Procedures
Our
Chief
Executive Officer and our Chief Financial Officer, after evaluating the
effectiveness of Portage’s controls and procedures (as defined in the Securities
Exchange Act of 1934 Rule 13a, 14(c) and 15d 14(c) as of the end of the period
of the filing of this quarterly report on Form 10-QSB (the “Evaluation Date”),
have concluded that as of the Evaluation Date, Portage’s disclosure and
procedures were adequate and effective to ensure that material information
relating to it would be made known to it by others, particularly during the
period in which this quarterly report on Form 10-QSB was being
prepared.
(b) Changes
in Internal Controls
There
were no material changes in Portage’s internal controls or in other factors that
could materially affect Portage’s disclosure controls and procedures subsequent
to the Evaluation Date, nor any significant deficiencies or material weaknesses
in such disclosure controls and procedures requiring corrective
actions.
PART
11 - OTHER INFORMATION
ITEM
1. LEGAL
PROCEEDINGS
There
are
no legal proceedings to which Portage or is a party or to which the Portage
Claims are subject, nor to the best of management’s knowledge are any material
legal proceedings contemplated.
ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There
has
been no change in our securities since the fiscal year ended May 31,
2007.
ITEM
3. DEFAULTS
UPON SENIOR SECURITIES
None
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
There
have been no matters brought forth to the securities holders to vote upon during
this quarter.
ITEM
5. OTHER
INFORMATION
None
ITEM
6. EXHIBITS
AND REPORTS ON FORM 8-K
(a)
(3)
Exhibits
The
following exhibits are included as part of this report by
reference:
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3.1
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Certificate
of Incorporation (incorporated by reference from Portage’s Registration
Statement on Form SB-2 filed on July 16, 2007, Registration No.
333-144585)
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3.2
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Articles
of Incorporation (incorporated by reference from Portage’s Registration
Statement on Form SB-2 filed on July 16, 2007, Registration No.333-144585)
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3.3
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By-laws
(incorporated by reference from Portage’s Registration Statement on Form
SB-2 filed on July 16, 2007, Registration No.
333-144585)
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4
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Stock
Specimen (incorporated by reference from Portage’s Registration Statement
on Form SB-2 filed on July 16, 2007, Registration No.
333-144585)
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10.1
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Transfer
Agent and Registrar Agreement (incorporated by reference from Portage’s
Registration Statement on Form SB-2 filed on July16, 2007 Registration
No.
333-144585)
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SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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PORTAGE
RESOURCES INC.
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(Registrant)
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Date:
September 17 , 2007
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MARTINE CARON |
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Chief
Executive Officer, President and Director
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Date:
September 17, 2007
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RUSSELL JAMES |
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Chief
Financial Officer, Chief Accounting Officer,
Secretary and Director
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