**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





(X
                )
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE
                ACT OF
                1934





For
                the
                quarter period ended August 31,
                2007





(
                )
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT





For
                the
                transition period formtoCommission
                File
                number333-144585





**PORTAGE
      RESOURCES INC.**


(Exact
      name of small business issuer as specified in its charter)





Nevada
            75-3244927(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)





990
                Richard Street, Saint Wenceslas, Quebec, Canada, G0Z
                1J0(Address
                of principal executive offices)





1-819-740-0810(Issuer’s
                telephone number)





N/A(Former
                name, former address and former fiscal year, if changed since last
                report)





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]








-1-





**NDEX**





**Page**
              **Number****PART
                1.**
            FINANCIAL
                INFORMATION**ITEM
                1.**
            Financial
                Statements (unaudited)
            **3**Balance
                Sheet as at August 31, 2007 and May 31, 2007
            **4**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
            **5**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
            **6**Notes
                to the Financial Statements.
            **7****ITEM
                2.**
            Management’s
                Discussion and Analysis or Plan of Operations
            **11****ITEM 3.**
            Controls
                and Procedures
            **22****PART
                11.**
            OTHER
                INFORMATION
            **22****ITEM
                1.**
            Legal
                Proceedings
            **22****ITEM
                2.**
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            **22****ITEM
                3.**
            Defaults
                Upon Senior Securities
            **23****ITEM
                4.**
            Submission
                of Matters to a Vote of Security Holders
            **23****ITEM
                5.**
            Other
                Information
            **23****ITEM
                6.**
            Exhibits
                and Reports on Form 8-K
            **23****SIGNATURES**.
            **24**










-2-







**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.











-3-










**PORTAGE
      RESOURCES INC.**


(A
      Pre-exploration Stage Company)


**BALANCE
      SHEETS**





(Unaudited
      - Prepared by Management)




**August
                31,**
              **2007**
            **May
                31,**
              **2007****ASSETS****CURRENT
                ASSETS**Cash
            **$****8,513******
            **$****17,517**Total
                Current Assets
            **$****8,513**
            **$****17,517****LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                LIABILITIES**Accounts
                payable
            **$
                4,403**
            **$
                4,317**Accounts
                payable - related parties
            **37,198**
            **17,156**Total
                Current Liabilities
            **41,601**
            **21,473****STOCKHOLDERS’
                DEFICIENCY**Common
                stock200,000,000
                shares authorized, at $0.001 par value;1,593,000
                shares issued and outstanding
            **1,593**
            **1,593**Capital
                in excess of par value
            **19,257**
            **19,257**Deficit
                accumulated during the pre-exploration stage
            **(53,938)**
            **(24,806)**Total
                Stockholders’ Deficiency
            **(33,088)**
            **(3,956)****$****8,513**
            **$****17,517**





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








-4-





**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)





**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****REVENUES**
            **$****-**
            **$****-**
            **$****-****EXPENSES**Accounting
                and auditing
            **3,362**
            **-**
            **7,146**Bank
                charges and interest
            **2**
            **-**
            **53**Consulting
            **15,000**
            **-**
            **20,000**Exploration
                and staking
            **-**
            **-**
            **3,263**Filing
                fees
            **-**
            **-**
            **667**Geological
                report
            **-**
            **-**
            **4,240**Incorporation
                costs
            **-**
            **650**
            **650**Legal
            **4,000**
            **-**
            **4,000**Management
                fees
            **3,000**
            **-**
            **7,000**Office
            **205**
            **-**
            **311**Rent
            **900**
            **-**
            **2,100**Travel
                and entertainment
            **1,663**
            **-**
            **3,508**Transfer
                agent’s fees
            **1,000**
            **-**
            **1,000****NET
                LOSS**
              **FROM
                OPERATIONS**
            **$****(29,132)**
            **$****(650)**
            **$****(53,938)****NET
                LOSS PER COMMON**
              **SHARE**Basic
                and diluted
            **$****(0.02)******
            **$****(0.00)****AVERAGE
                OUTSTANDING**
              **SHARES**Basic
            **1,593,000**
            **1,200,000**





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






-5-










**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****CASH
                FLOWS FROM OPERATING****ACTIVITIES:**Net
                loss
            **$(29,132)**
            **$
                (650)**
            **$
                (53,938)**Adjustments
                to reconcile net loss to net cash provided by operating
                activities:Changes
                in accounts payable
            **86**
            **650**
            **4,403**Net
                Cash Provided (Used) in Operations
            **(29,046)**
            **-**
            **(49,535)****CASH
                FLOWS FROM INVESTING****ACTIVITIES:**
            **-**
            **-**
            **-****CASH
                FLOWS FROM FINANCING****ACTIVITIES**Proceeds
                from loan from related party
            **20,042**
            **-**
            **37,198**Proceeds
                from issuance of common stock
            **-**
            **-**
            **20,850****20,042**
            **-**
            **58,048**Net
                Increase (Decrease) in Cash
            **(9,004)**
            **-**
            **8,513**Cash
                at Beginning of Period
            **17,517**
            **-**
            **-****CASH
                AT END OF PERIOD**
            **$****8,513**********
            **$****-**
            **$****8,513**














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








-6-










**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.






-7-






**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.





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.











-8-








**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.








-9-







**PORTAGE
      RESOURCES INC.**


(A
      Pre-exploration Stage Company)


**NOTES
      TO FINANCIAL STATEMENTS**


August
      31, 2007





(Unaudited
      - Prepared by Management)





**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.








-10-







**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
            EstimatedAmountAccounting
                and audit - quarter and annual financial statements
            $
                7,450Bank
                charges
            84Consulting
                fees - relating to the Form SB-2
            5,000Edgar
                filing costs - for quarter and annual financial statements
            2,250Exploration
                costs - as estimated for completion of Phase I
            9,200Filing
                fees - Nevada; Sec of State
            200Management
                fees - paid at $1,000 per month to the Portage’s president
            12,000Office
                and general expenses
            500Rent
                - use of the President’s residence at $300.00 per month
            3,600Transfer
                agent fees
            1,000Estimated
                expenses for the nexttwelve
                months
            41,284Account
                payable - unrelated parties at August 31, 2007
            4,403Estimated
                funds required over the next twelve months
            $45,687






-11-






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.








-12-







**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.






-13-





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  m assive  and  sheared  ultra m a f ic  unit,  quart z - m uscovite  (chl o r ite)
      schist  of  Klondike  Schist,  m ainly  metasedi m entary  rocks  of  the  Nasina  S eries,  and  coarse
      grained  m etaintrusive  q uartzo f el d s p athic  roc k s  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  m ainly  gray  to  black  graphitic  quartzite  with  abundant  fine-
      grained  pyrite  and  green  quartz  m u s covite  (-bio t ite)  schist  of  Nasina  Series.  These  units
      are
      intruded and overlain by Early Tertiary m assive
      quartz-feldspar porphyry intrusions; felsic  brecciated  lit h ic  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 ultra m afic rocks  of  Permian to
      the  east and  west   where  the  ultra m afic  units  are  thrust
      over  the  Nasina  Series  units.  These ultramafic  units are  aria b ly  weat h ered,  brecciated
      and  silicified.  In  the  southwe s t,  the  Per m ian  quartz- m uscovite  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  cove r ed  with  <  1 %  a ctual  out c r o p;  m ostly
      found in  road  cuts and  trenches.  The
      Portage Clai m s  are  underlain  pri m arily  by  Quaternary  overburden,  Klondike  Schist,  which
      is i
      ntruded
      by the  Tertiary  Quartz  feldspar  porphyry .  The  ultra m afic  rocks  on  the  property  are  localized  along
      shallow northeast  dipping  thrust  faults .
      They generally  have  a very
      high m agnetic
      signature.  T here  are  no  m apped  ou t crops  of  ultra m a f ic  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.






-14-




**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:






-15-









Cdn.
            U.S.1
            
            Senior
                Geologist and Assistant, 2 days @ $800/day
            $ 
                 1,600
            $ 
                 1,4722
            
            Transportation
                and accommodation
            800
            7363
            
            Soil
                sampling, 100 x 20 m GSP grid (200 soil samples)6
                man days @ $300/man/day
            1,800
            1,6564
            
            Analyses,
                200 @ $25 each plus shipping
            5,000
            4,6005
            
            Report
                costs
            800
            736Subtotal
            $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






-16-




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.






-17-






***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.






-18-




***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.






-19-








***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.






-20-




***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:





●
            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●
            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.





***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.




**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.








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(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:





3.1
            
            Certificate
                of Incorporation (incorporated by reference from Portage’s Registration
                Statement on Form SB-2 filed on July 16, 2007, Registration No.
                333-144585)3.2
            
            Articles
                of Incorporation (incorporated by reference from Portage’s Registration
                Statement on Form SB-2 filed on July 16, 2007, Registration No.333-144585)3.3
            
            By-laws
                (incorporated by reference from Portage’s Registration Statement on Form
                SB-2 filed on July 16, 2007, Registration No.
                333-144585)4
            
            Stock
                Specimen (incorporated by reference from Portage’s Registration Statement
                on Form SB-2 filed on July 16, 2007, Registration No.
                333-144585)10.1
            
            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.





**PORTAGE
                RESOURCES INC.**(Registrant)Date: 
                September 17 , 2007
            MARTINE CARONChief
                Executive Officer, President and DirectorDate:
                September 17, 2007
            RUSSELL JAMESChief
                Financial Officer, Chief AccountingOfficer,
                Secretary and Director








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