**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 November 30,
                  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:
 
 December
        31, 2007: 1,593,000 common shares
 
 Transitional
        Small Business Disclosure format (Check one): Yes [ ] No [X]
 
 
 -1-
 
 
 
 **INDEX**
 
 **Page**
                **Number****PART
                  1.**
              FINANCIAL
                  INFORMATION**ITEM
                  1.**
              Financial
                  Statements (unaudited)
              **3**Balance
                  Sheet as at November 30, 2007 and May 31, 2007
              **4**Statement
                  of Operations
                For
                  the three six months ended November 30, 2007 and 2006 and for the
                  period
                  July 20, 2006 (Date of Inception) to November 20, 2007
              **5**Statement
                  of Cash Flows
                For
                  the three and six months ended November 30, 2007 and 2006 and for
                  the
                  period July 20, 2006 (Date of Inception) to November 30,
                  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 November 30, 2007 (with comparative figures as at May 31, 2007)
        and
        the statement of operations for the three and six months ended November 30,
        2007
        and 2006 and for the period from July 20, 2006 (date of incorporation) to
        November 30, 2007 and the statement of cash flows for the six months ended
        November 30, 2007 and for the period from July 20, 2006 (date of incorporation)
        to November 30, 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 November 30, 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)
  **November
                  30,****2007**
              **May
                  31,****2007****ASSETS****CURRENT
                  ASSETS**Cash
              **$****3,406******
              **$****17,517**Total
                  Current Assets
              **$****3,406**
              **$****17,517****LIABILITIES
                  AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                  LIABILITIES**Accounts
                  payable
              **$
                  10,564**
              **$
                  4,317**Accounts
                  payable - related parties
              **43,071**
              **17,156**Total
                  Current Liabilities
              **53,635**
              **21,473****STOCKHOLDERS’
                  DEFICIENCY**Common
                  stock200,000,000
                  shares authorized, at $0.001 par value;1,593,000
                  shares issued and outstanding
              **1,593**
              **1,593**Capital
                  in excess of par value
              **19,257**
              **19,257**Deficit
                  accumulated during the pre-exploration stage
              **(71,079)**
              **(24,806)**Total
                  Stockholders’ Deficiency
              **(50,229)**
              **(3,956)****$****3,406**
              **$****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
        and six months ended November 30, 2007 and 2006 and for the period from July
        20,
        2006 (date of inception) to November 30, 2007
 
 (Unaudited
        - Prepared by Management)
  **Three****months****ended**
                **Nov.
                  30,****2007**
              **Three****months****ended**
                **Nov.
                  30,****2006**
              **Six****months****ended**
                **Nov.
                  30,****2007**
              **Six****months****ended**
                **Nov.
                  30,****2006**
              **July
                  20,****2006**
                **to****Nov.
                  30**,**2007****REVENUES**
              **$****-**
              **$****-**
              **$****-**
              **$****-**
              **$****-****EXPENSES:**Accounting
                  and audit
              **1,560**
              **-**
              **4,922**
              **-**
              **8,706**Bank
                  charges
              **2**
              **-**
              **4**
              **-**
              **55**Consulting
              **5,000**
              **-**
              **20,000**
              **-**
              **25,000**Exploration
                  expenses
              **2,100**
              **-**
              **2,100**
              **-**
              **5,363**Filing
                  fees
              **-**
              **-**
              **-**
              **-**
              **667**Geological
                  report
              -
              **-**
              -
              **-**
              **4,240**Incorporation
                  costs
              **-**
              **-**
              **-**
              **650**
              **650**Legal
              **2,500**
              **-**
              **6,500**
              **-**
              **6,500**Management
                  fees
              **3,000**
              **-**
              **6,000**
              **-**
              **10,000**Office
              **1,054**
              **-**
              **1,259**
              **-**
              **1,365**Rent
              **900**
              **-**
              **1,800**
              **-**
              **3,000**Transfer
                  agent’s fees
              **1,025**
              **-**
              **2,025**
              **-**
              **2,025**Travel
                  and entertainment
              **-**
              **-**
              **1,663**
              **-**
              **3,508****NET
                  LOSS FROM****OPERATIONS**
              **$****(17,141)**
              **$****(       
                   -)**
              **$****(46,273)**
              **$****(
                  650)**
              **$****(71,079)****NET
                  LOSS PER****COMMON
                  SHARE**Basic
                  and diluted
              **$(****0.01)**
              **$****(0.00)**
              **$****(0.03)**
              **$****(0.00)****AVERAGE****OUTSTANDING
                  SHARES**Basic
              **1,593,000**
              **1,200,000**
              **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
        six months ended November 30, 2007 and 2006 and for the period from July
        20,
        2006 (date of inception) to November 30, 2007
 
 (Unaudited
        - Prepared by Management)
 
 **Six****Months****Ended**
                **Nov.
                  30,****2007**
              **Six****months****ended**
                **Nov.
                  30,****2006**
              **July
                  20,****2005**
                **(date
                  of****inception)**
                **to****Nov.
                  30**,**2007****CASH
                  FLOWS FROM****OPERATING
                  ACTIVITIES:**Net
                  loss
              **$
                  (46,273)**
              **$
                  (650)**
              **$
                  (71,079)**Adjustments
                  to reconcile net loss to net cash provided by operating
                  activities:Changes
                  in accounts payable
              **6,247**
              **-**
              **10,564**Net
                  Cash Provided (Used) in Operations
              **(40,026)**
              **(650)**
              **(60,515)****CASH
                  FLOWS FROM INVESTING ACTIVITIES:**Proceeds
                  from loan from related party
              **25,915**
              **650**
              **43,071****CASH
                  FLOWS FROM FINANCING****ACTIVITIES:**Proceeds
                  from issuance of common stock
              **-**
              **-**
              **20,850**Net
                  (Decrease) Increase in Cash
              **(14,111)**
              **-**
              **3,406**Cash
                  at Beginning of Period
              **17,517**
              **-**
              **-********CASH
                  AT END OF PERIOD**
              **$****3,406**
              **$****-**
              **$****3,406**
 
  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**
 November
        30, 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**
 November
        30, 2007
 
 (Unaudited
        - Prepared by Management)
 
 **2.**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES - Continued**
 
 Income
        Taxes -
        Continued
 
 On
        November 30, 2007 the Company had a net operating loss carry forward of $70,798
        for income tax purposes. The tax benefit of approximately $21,000 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**
 November
        30, 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, 2008. 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 $43,071.
 
 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**
 November
        30, 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 $71,079.
        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 $37,648 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
              84Edgar
                  filing costs - for quarter and annual financial statements
              2,250Filing
                  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
              27,084Account
                  payable - unrelated parties at November 30, 2007
              10,564Estimated
                  funds required over the next twelve months
              $37,648
    -11-
   Obviously
        Portage does not have the required funds on hand to meet 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
                  toYC4502
                  incl.
              Dec.
                  13, 2008
              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 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.
   -16-
  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 $37,648. 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.
   -17-
   ***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 November 30, 2007, the date of our most recent
        financial statements is $70,798. 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.
   -21-
 
 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.
   -22-
  (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)
 
 
 -23-
 
  **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)MARTINE CARONDate:
                  January 14, 2008Chief
                  Executive Officer, President and DirectorRUSSELL LESLIE
                JAMESDate:
                  January 14, 2008Chief
                  Financial Officer, Chief Accounting
                Officer,
                  Secretary and Director
 
  -24-