UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  Form 10-Q  (Mark One)  [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended Feabruary 28, 2009  or  [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ____________ to ____________  Commission file number 333-151434   PORTLOGIC SYSTEMS INC. (Exact name of registrant as specified in its charter)    NEVADA  20-2000407 (State or other jurisdiction of incorporation or organization)                 (I.R.S. Employer Identification No.)  100 King St. W., Suite 5700 Toronto, Ontario, Canada M5X 1K7 (Address of principal executive offices) (Zip Code)  Registrants telephone number, including area code (702) 357-8674  Securities registered under Section 12(b) of the Exchange Act: None.  Securities registered under Section 12(g) of the Exchange Act: None. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer  Accelerated filer Non-accelerated filer    (Do not check if a smaller reporting company) Smaller reporting company  X  - 1 -  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  No  X  As of April 20, 2009, the registrant had 34,415,237 shares of common stock, par value $0.001, outstanding.      - 2 -  PORTLOGIC SYSTEMS INC.  FORM 10-Q For the three months ended February 28, 2009  TABLE OF CONTENTS  PAGE NUMBER  PART I   Item 1. Financial Statements. 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 18 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 22 Item 4T. Controls and Procedures. 22   PART II  Item 1. Legal Proceedings. 24 Item 1A. Risk Factors. 24 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 27 Item 3. Defaults Upon Senior Securities. 27 Item 4. Submission of Matters to a Vote of Security Holders. 27 Item 5. Other Information. 27 Item 6. Exhibits. 27  - 3 -   CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS  Statements in this quarterly report on Form 10-Q may be "forward-looking statements". Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions, or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates, and projections about our business based, in part, on assumptions made by our management. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this quarterly report on Form 10-Q, including the risks described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in other documents we file with the Securities and Exchange Commission.  In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, competition, government regulations and requirements and pricing, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this quarterly report on Form 10-Q, except as required by law.  - 4 -  PART I  Item 1. Financial Statements   SECURITIES AND EXCHANGE COMMISSION  WASHINGTON, D.C. 20549   INTERIM FINANCIAL STATEMENTS  FEBRUARY 28, 2009 (UNAUDITED)   FORMING A PART OF QUARTERLY REPORT PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934   PORTLOGIC SYSTEMS INC. (A Development Stage Company)    Page #Unaudited Interim Balance Sheets as of February 28, 2009 and May 31, 20086Unaudited Interim Statements of Operations for the Three and Nine Months ended February 28, 2009 and February 29, 2008, and the Period from June 22, 2004 (Inception) to February 28, 20097Unaudited Interim Statement of Changes in Stockholders Equity for the
Period from June 22, 2004 (Inception) to February 28, 20098Unaudited Interim Statements of Cash Flows for the Nine Months ended February 28,92009 and February 29, 2008, and the Period from June 22, 2004 (Inception) to February 
  28, 2009Notes to Unaudited Interim Financial Statements10-17   - 5 -   PORTLOGIC SYSTEMS INC.(A Development Stage Company)UNAUDITED INTERIM BALANCE SHEETSAS OF FEBRUARY 28, 2009 AND MAY 31, 2008(Amounts expressed in US Dollars)Feb 28, 2009May 31, 2008$$ASSETSCurrentCash11,97434,450Accounts Receivable, net of Allowance for Doubtful Accounts9,8072,210Prepaid Expenses and Deposits2,7242,55124,50539,211Long-termEquipment, net of Accumulated Depreciation3,5534,108Source Code, net of Accumulated Amortization101,333139,333TOTAL ASSETS129,391182,652LIABILITIESCurrentAccounts Payable and Accrued Liabilities63,16233,764Note Payable25,000-Convertible Loan7,0007,00095,16240,764Commitments--STOCKHOLDERS EQUITYCapital StockPreference stock; $0.001 par value; 1,000,000 sharesauthorized; 0 issued and outstanding at February 28, 2009
and May 31, 2008 respectivelyCommon stock; $0.001 par value; 75,000,000 sharesauthorized; 34,415,237 issued and outstanding at
February 28, 2009 and May 31, 2008 respectively34,41534,415Additional paid in capital353,285353,285Deficit accumulated during the development stage(353,471)(245,812)34,229141,888TOTAL LIABILITIES AND STOCKHOLDERS EQUITY129,391182,652The accompanying notes form an integral part of these unaudited interim financial statements.    - 6 -   PORTLOGIC SYSTEMS INC.(A Development Stage Company)UNAUDITED INTERIM STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008, AND THE PERIOD FROM JUNE 22, 2004 (INCEPTION)TO FEBRUARY 28, 2009
    (Amounts expressed in US Dollars)June 22, 2004 (inception) through
February 28, 2009For the Nine MonthsFor the Three MonthsEnded February 28/29Ended February 28/292009200820092008$$$$$Gross Margin (Loss)Revenue73,19332,03926,2635,67611,496Cost of goods sold98,66152,69420,40016,14110,100(25,468)(20,655)5,863(10,465)1,396Leasing and consulting fees earned23,000-6,250--(2,468)(20,655)12,113(10,465)1,396ExpensesSelling and administrative343,41284,400123,93520,02148,184Depreciation7,5912,6042,586788861351,00387,004126,52120,80949,045Net Loss for the period(353,471)(107,659)(114,408)(31,274)(47,649)Net Loss per share for the periodBasic and fully diluted(0.0031)(0.0033)(0.0009)(0.0014)Weighted average number of shares outstandingBasic and fully diluted34,415,23734,391,79534,415,23734,391,795The accompanying notes form an integral part of these unaudited interim financial statements.    - 7 -


PORTLOGIC SYSTEMS INC.(A Development Stage Company)UNAUDITED INTERIM STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITYFOR THE PERIOD FROM JUNE 22, 2004 (INCEPTION) TO FEBRUARY 28, 2009(Amounts Expressed in US Dollars)DeficitCommon 
  StockCommon 
  Stock 
  AmountAdditional 
  Paid-in 
  CapitalAccumulated During Development StageTotal Stockholders Equity (Deficiency)$$$$Balance as of June 22, 2004-----Stock issued in January 2005 for cash @ 0.001 a share2,950,0002,950--2,950Stock issued in February 2005 for cash @ 0.002 a share100,000100100-200Stock issued in May 2005 for cash @ 0.002 a share1,500,0001,5001,500-3,000Net loss for the period---(7,125)(7,125)Balance as of May 31, 20054,550,0004,5501,600(7,125)(975)Stock issued in July 2005 for cash @ 0.002 a share25,275,00025,27525,275-50,550Stock issued in September 2005 for cash @ 0.002 a share1,250,0001,2501,250-2,500Stock issued in October 2005 for software @ 0.05 a share2,240,0002,240109,760-112,000Stock issued in April 2006 for cash @ 0.05 a share30,000301,470-1,500Stock issued in May 2006 for cash @ 0.05 a share240,00024011,760-12,000Net loss for the year---(11,954)(11,954)Balance as of May 31, 200633,585,00033,585151,115(19,079)165,621Stock issued in June 2006 for cash @ 0.05 a share30,000301,470-1,500Stock issued in July 2006 for cash @ 0.05 a share10,00010490-500Stock issued in December 2006 for cash @ 0.05 a share30,000301,470-1,500Stock issued in February 2007 for cash @ 0.15 a share133,33313319,867-20,000Stock issued in May 2007 for cash @ 0.20 a share100,00010019,900-20,000Stock issued in May 2007 for cash @ 0.30 a share498,333498149,002-149,500Net loss for the year---(39,305)(39,305)Balance as of May 31, 200734,386,66634,386343,314(58,384)319,316Stock issued in January 2008 for cash @ 0.35 a share28,571299,971-10,000Net loss for the year---(187,428)(187,428)Balance as of May 31, 200834,415,23734,415353,285(245,812)141,888Net loss from June 1, 2008 to February 28, 2009---(107,659)(107,659)Balance as of February 28, 200934,415,23734,415353,285(353,471)34,229  The accompanying notes form an integral part of these unaudited interim financial statements.


- 8 -


PORTLOGIC SYSTEMS INC.(A Development Stage Company)UNAUDITED INTERIM STATEMENTS OF CASH FLOWSFOR THE NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008,AND THE PERIOD FROM JUNE 22, 2004 (INCEPTION) TO FEBRUARY 28, 2009(Amounts expressed in US Dollars)June 22, 2004 (inception) through
February 28, 2009For the nine
  months
ended
February 28,
  2009For the nine
  months
ended
February 29,
2008$$$Cash Flows from Operating ActivitiesNet Loss(353,471)(107,659)(114,408)Adjustments made to reconcile net loss to net cash from
operating  activitiesDepreciation of equipment7,5912,6042,586Amortization of source code50,66738,000-Changes in operating assets and liabilities(Increase) decrease in accounts receivable(9,807)(7,597)7,500(Increase) decrease in prepaid expenses and deposits(2,724)(173)(5,223)Increase (decrease) in revenue received in advance--(6,250)Increase (decrease) in accounts payable and accrued liabilities63,16229,398(13,930)Cash flows used in operating activities(244,582)(45,427)(129,725)Cash Flows from Investing ActivitiesPurchase of equipment(11,144)(2,049)(2,432)Purchase of source code(40,000)--Cash flows used in investing activities(51,144)(2,049)(2,432)Cash Flows from Financing ActivitiesProceeds from issuance of note payable25,00025,000-Proceeds from issuance of convertible loan7,000--Proceeds from issuance of common stock275,700-10,000Cash flows provided by financing activities307,70025,00010,000Increase (decrease) in cash11,974(22,476)(122,157)Cash, beginning of period-34,450202,332Cash, end of period11,97411,97480,175Supplemental Cash Flow InformationAcquisition of source code upon issuance of common stock112,000--The accompanying notes form an integral part of these unaudited interim financial statements.


- 9 -  PORTLOGIC SYSTEMS, INC. (A Development Stage Company) NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS FEBRUARY 28, 2009 (Amounts expressed in US Dollars)    NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS  Portlogic Systems Inc. (the Company) was incorporated under the laws of the State of Nevada on June 22, 2004.  On June 5, 2008, the Company filed a Form S-1 Registration Statement under the United States Securities Act of 1933.  It became effective June 24, 2008.  Portlogic Systems Inc. is a Toronto, Canada based development stage company that creates and licenses online interactive community portal software systems.  The Company has developed and is in the process of developing a series of web-based community portal products.  The Companys initial operations include: capital formation; organization; website construction; target market identification; research costs; promotional materials costs; and marketing planning.  All of the Companys operations and assets are located in Canada.   NOTE 2.   GOING CONCERN  The accompanying financial statements are presented on a going concern basis which contemplates the realization of assets and discharge of obligations in the normal course of business as they come due.  No adjustments have been made to assets or liabilities in these financial statements should the Company not be able to continue normal business operations.  The Company has incurred losses from inception and, during the nine month period ended February 28 2009, the Company utilized $45,427 (2008 - $129,725) of cash in operations.  At February 28, 2009, the Company reported a deficit of $353,471 and continues to expend cash in amounts that exceed revenues. These conditions cast substantial doubt on the ability of the Company to continue in business and meet its obligations as they come due.  Management is considering various alternatives and is pursuing additional capital resources.  Nevertheless, there can be no assurance that these initiatives if undertaken will be successful.  The Company is in the development stage and is in the process of developing a series of web-based community portal products as well as a series of off-the-shelf template based websites.  Sale of one of these products commenced during the 2008 fiscal year.  The Companys continuance as a going concern is dependent on the commercialization of more of the Companys products and the achievement of profitable operations as well as the success of the Company in raising additional long-term financing through debt or equity offerings.  In the event that the Company is not successful in these efforts, the assets may not be realized or liabilities discharged at their carrying amounts, and differences from the carrying amounts reported in these financial statements could be material.   NOTE 3.   SIGNIFICANT ACCOUNTING POLICIES  The accompanying unaudited financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements.  Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.  The financial statements should be read in conjunction with the Form 10-K for the year ended May 31, 2008 of Portlogic Systems Inc.  The interim financial statements present the balance sheet, statements of operations, stockholders equity and cash flows of the Company.   The financial statements have been prepared in accordance with accounting principles generally accepted in the United States.   - 10 -  PORTLOGIC SYSTEMS, INC. (A Development Stage Company) NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS FEBRUARY 28, 2009 (Amounts expressed in US Dollars)    NOTE 3.   SIGNIFICANT ACCOUNTING POLICIES (contd)  The interim financial information is unaudited.  In the opinion of management, all adjustments necessary to present fairly the financial position as of February 28, 2009 and the results of operations, stockholders equity and cash flows presented herein have been included in the financial statements.  All such adjustments are of a normal and recurring nature.  Interim results are not necessarily indicative of results of operations for the full year.  Accounting Estimates  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period.  Financial statement items subject to significant judgment include the expected life of equipment and source code, the net realizable value of accounts receivable, the completeness of expense accruals, as well as income taxes and loss contingencies. Actual results may differ from those estimates.  Cash and Cash Equivalents  Cash equivalents comprise highly liquid instruments with a maturity of three months or less when purchased.  As at February 28, 2009, cash equivalents amounted to $0 (February 29, 2008- $0).  Equipment  Equipment is recorded at cost less accumulated depreciation.  Depreciation is provided using the straight-line method over the assets estimated useful lives (three years for computer hardware and two years for computer software).  Asset Impairment  Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable, in accordance with Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets".  An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows that are expected to result from the use of the asset and its eventual disposition.  Source Code  The Company has capitalized the costs of acquiring computer source code in accordance with the provisions of SFAS No. 86, "Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed."  At each reporting period end, the Company analyzes the realizability of its recorded software assets under the provisions of that statement.  An impairment loss would be recognized when and to the extent that the carrying amount of the software exceeds the estimated undiscounted future cash flows that are expected to result from the use of the asset and its eventual disposition.  Since the source code has started to generate positive cash flows and is still being used for development, no impairment loss has been recognized.  Amortization is provided using the straight-line method over the asset's estimated useful life, three years.  - 11 -  PORTLOGIC SYSTEMS, INC. (A Development Stage Company) NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS FEBRUARY 28, 2009 (Amounts expressed in US Dollars)    NOTE 3.  SIGNIFICANT ACCOUNTING POLICIES (contd)  Advertising Costs  Advertising costs are expensed as incurred.  Advertising costs amounted to $3,470 for the nine month period ended February 28, 2009 (2008 - $0).  Revenue Recognition  The Company recognizes revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101") as modified by Securities and Exchange Commission Staff Accounting Bulletin No. 104. Under SAB 101, revenue is recognized at the point of passage to the customer of title and risk of loss when there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured.  Service revenues are generally recognized at the time of performance.   Revenues billed in advance under contracts are deferred and recognized over the corresponding service periods.  Foreign Currency Translation  The Company maintains its accounting records in US dollars, which is its functional and reporting currency.  At the transaction date, each asset, liability, revenue and expense is translated into the functional currency by the use of the exchange rate in effect at that date.  At the period end, monetary assets and liabilities are translated into the functional currency by using the exchange rate in effect at that date.  The resulting foreign exchange gains and losses are included in operations.  Income Taxes  The Company accounts for its income taxes in accordance with SFAS No. 109, Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that the deferred tax assets will not be realized.  Earnings (Loss) per Share  The Company reports earnings (loss) per share in accordance with SFAS No. 128, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available.  Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  Diluted earnings (loss) per share has not been presented since the effect of the assumed conversion of the convertible loan into common shares would have an anti-dilutive effect.   - 12 -  PORTLOGIC SYSTEMS, INC. (A Development Stage Company) NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS FEBRUARY 28, 2009 (Amounts expressed in US Dollars)    NOTE 3.  SIGNIFICANT ACCOUNTING POLICIES (contd)  Comprehensive Income  The Company has adopted SFAS No. 130, "Reporting Comprehensive Income," which establishes standards for reporting and the display of comprehensive income, its components and accumulated balances.  Comprehensive income is defined to include all changes in equity except those resulting from investments by owners or distributions to owners.  Among other disclosures, SFAS No. 130 requires that all items that are required to be recognized under the current accounting standards as a component of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements.Comprehensive income would be displayed in the statement ofshareholders' equity and in the balance sheet as a component of shareholders'equity.  Financial Instruments and Risk Concentrations  The Companys financial instruments comprise cash, accounts receivable, accounts payable and accrued liabilities, notes payable and convertible loan.  Unless otherwise indicated, the fair value of financial assets and financial liabilities approximate their recorded values due to their short-terms to maturity.  The Company determines the fair value of its long-term financial instruments based on quoted market values or discounted cash flow analyses.  Financial instruments that may potentially subject the Company to concentrations of credit risk comprise primarily cash and accounts receivable.  Cash comprises deposits with major commercial banks and/or checking account balances.  With respect to accounts receivable, the Company performs periodic credit evaluations of the financial condition of its customers and typically does not require collateral from them. Allowances are maintained for potential credit losses consistent with the credit risk of specific customers and other information.  Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or currency risks in respect of its financial instruments.  Leases  Leases entered into by the Company as a lessee are classified as capital or operating leases.  Leases that transfer substantially the entire risks and benefits incidental to ownership are classified as capital leases.  At the inception of a capital lease, an asset and an obligation are recorded at an amount equal to the lesser of the present value of the minimum lease payments and the assets fair market value at the beginning of each lease.  Rental payments under operating leases are expensed as incurred.  Recent Accounting Pronouncements  In December 2007, the FASB issued SFAS No. 141(R), Business Combinations("SFAS No. 141R"), replacing SFAS No. 141, Business Combinations ("SFAS No. 141"). This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This Statement clarifies that acquirers will be required to expense costs related to any acquisitions.   SFAS No. 141(R) will apply prospectively to  business combinations for   - 13 -  PORTLOGIC SYSTEMS, INC. (A Development Stage Company) NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS FEBRUARY 28, 2009 (Amounts expressed in US Dollars)    NOTE 3.   SIGNIFICANT ACCOUNTING POLICIES (contd)  Recent Accounting Pronouncements (contd)  which the acquisition date is on or after fiscal years beginning December 15, 2008.  Early adoption is prohibited.  The Company has not yet evaluated the impact, if any, that SFAS No. 141(R) will have on its financial statements. Determination of the ultimate effect of this pronouncement will depend on the Companys structure at the date of adoption.  In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51 ("SFAS No. 160").  SFAS No.160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parents equity.  The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement.  SFAS No.160 clarifies that changes in a parents ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest.  In addition, this Statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated.  Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date.  SFAS No.160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest.  SFAS No.160 is effective for fiscal years beginning on or after December 15, 2008, with retrospective presentation and disclosure for all periods presented.  Early adoption is prohibited.  The Company currently has no entities or arrangements that will be affected by the adoption of SFAS No. 160. Determination of the ultimate effect of this pronouncement will depend on the Companys structure at the date of adoption.  In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133".  The use and complexity of derivative instruments and hedging activities have increased significantly over the past several years.  Constituents have expressed concerns that the existing disclosure requirements in FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities", do not provide adequate information about how derivative and hedging activities affect an entitys financial position, financial performance, and cash flows. Accordingly, this Statement requires enhanced disclosures about an entitys derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The adoption of this statement has not had a material effect on the Companys  reported financial position or results of operations.  In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 162").  SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with US GAAP for nongovernmental entities.  SFAS No. 162 is effective November 15, 2008. The adoption of this statement has not had a material effect on the Companys  reported financial position or results of operations.   - 14 -  PORTLOGIC SYSTEMS, INC. (A Development Stage Company) NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS FEBRUARY 28, 2009 (Amounts expressed in US Dollars)    NOTE 4.   FAIR VALUE MEASUREMENTS  Beginning June 1, 2008, the Company partially applied FAS 157 as allowed by FASB Staff Position ("FSP") 157-2, which delayed the effective date of FAS 157 for nonfinancial assets and liabilities.  As of June 1, 2008 the Company has applied the provisions of FAS 157 to its financial instruments and the impact was not material.  Under FSP 157-2, the Company will be required to apply FAS 157 to its nonfinancial assets and liabilities beginning June 1, 2009. Management is currently reviewing the applicability of FAS 157 to the Companys nonfinancial assets and liabilities and the potential impact that application will have on its financial statements.  In February 2007, the FASB issued Statement of Financial Accounting Standard No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("FASB 159").  FASB 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently measured at fair value.  The Company adopted FASB 159 effective June 1, 2008.  Upon adoption, the Company did not elect the fair value option for any items within the scope of FASB 159 and, therefore, the adoption of FASB 159 did not have an impact on its financial statements.   NOTE 5.   EQUIPMENT  Equipment  February 28, 2009CostAccumulated
DepreciationNet book 
  value$$$Computer hardware7,7834,5113,272Computer software3,3613,08028111,1447,5913,553  Equipment  May 31, 2008CostAccumulated
DepreciationNet book 
  value$$$Computer hardware5,7342,7932,941Computer software3,3612,1941,1679,0954,9874,108   NOTE 6.   SOURCE CODE  Source Code  February 28, 2009CostAccumulated
AmortizationNet book
  value$$$Internet dating portal software152,00050,667101,333  Source Code  May 31, 2008CostAccumulated
AmortizationNet book 
  value$$$Internet dating portal software152,00012,667139,333  - 15 -  PORTLOGIC SYSTEMS, INC. (A Development Stage Company) NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS FEBRUARY 28, 2009 (Amounts expressed in US Dollars)    NOTE 6.   SOURCE CODE (contd)  On October 31, 2005, the Company entered into an asset purchase agreement with Joyn Internet Communities Inc. ("Joyn") to acquire Internet dating software that Joyn had developed, including all rights to use and license the software.  In consideration, the Company issued 2,240,000 restricted common shares and paid $40,000, cash.  The stock-based portion of the issuance, according to the terms of the agreement, was valued at $112,000, or $0.05 cents per share.  The Company did not capitalize any additional source code software for the nine month period ending February 28, 2009, or for fiscal years ending May 31, 2008 and 2007.  Amortization expense, included in cost of sales, amounted to $38,000 for the nine month period ending February 28, 2009 (February 28, 2008 - $0).  Amortization commenced March 1, 2008, when it became apparent that the source code was being used to generate revenue.   NOTE 7.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES  Feb 28, 2009May 31, 2008$$Audit and Review28,00017,500Bookkeeping and Accounting21,0006,100Legal5,2376,000Other1,6001,600Credit Cards6,2462,564Interest Payable1,079-63,16233,764   NOTE 8.   NOTE PAYABLE  On July 18, 2008 the Company was advanced $25,000 under a draw down unsecured loan up to an aggregate of $100,000.  Interest is payable at the prime rate plus 2%.  Principal and interest are due on July 18, 2009 unless demanded earlier.   NOTE 9.   CONVERTIBLE LOAN  A convertible debenture, issued March 11, 2005, is unsecured, matured March 10, 2008 and bears interest at a rate of 10% per annum.  The instrument is convertible at the option of the holder into common shares of the Company at a rate of $0.05 per share, and may be redeemed at any time prior to maturity at the option of the holder, should certain conditions prevail.  The holder of the debenture has signed agreements waiving interest accrued from March 11, 2005 through to March 10, 2008.   - 16 -  PORTLOGIC SYSTEMS, INC. (A Development Stage Company) NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS FEBRUARY 28, 2009 (Amounts expressed in US Dollars)    NOTE 10.   COMMITMENTS AND RELATED PARTY TRANSACTIONS  a) On May 1, 2007, an Independent Contractor Agreement was entered into under which compensation of $3,000 per month was to be paid to perform services as an officer to October 31, 2007.  New agreements have been entered into with this contractor from November 1, 2007 to October 31, 2008 at $3,000 per month.  The agreement has been continued on a month-to-month basis to February 28, 2009.  b) On September 1, 2007, the Company entered into a web hosting and system administration service agreement with an independent third party.  The Company must pay a monthly fee of $1,200 for ongoing maintenance and troubleshooting.  On the same date, a software programming agreement was entered into with the same party to provide programming services at pre-determined hourly rates.  Both agreements, originally for six months, have been extended for an additional twelve months and they have been continued on a month-to-month basis to February 28, 2009.  c) Transactions with related parties were in the normal course of operations and were recorded at the value agreed to by the related parties.   NOTE 11.   SUBSEQUENT EVENTS  On March 24, 2009, the Companys shares were listed on the OTC Bulletin Board with the trading symbol PSGY.OB.      - 17 -    Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations  INTRODUCTION  The following discussion and analysis compares our results of operations for the nine months ended February 28, 2009 to the same period in 2008. This discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this quarterly report for the nine months ended February 28, 2009. This quarterly report contains certain forward-looking statements and our future operation results could differ materially from those discussed herein.  CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS  This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in this report and other reports we file with the U.S. Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.  OVERVIEW  We incorporated on June 22, 2004 as Portlogic Systems Inc. under the laws of the State of Nevada. On June 5, 2008, the Company filed a Form S-1 Registration Statement under the United States Securities Act of 1933.  It became effective June 24, 2008.  We are currently in the development stage and our business comprises developing and licensing portal software products and related services. We have developed a product that we license to our customers to enable them to operate their own online social networking portal without requiring any technical programming or website design skills. We are developing three additional other software products which are each being designed to allow customers in other industries to operate portals. The intended customer markets for these products under development are professional service providers, online content publishers, as well as personal consumers interested in utilizing online community software aimed at families. Currently, our primary target market consists of entrepreneurs in the United States and Canada who wish to operate online social networking businesses. We have a financial year end of May 31.  CRITICAL ACCOUNTING POLICIES  Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to the reported amounts of revenues and expenses, bad debt, investments, intangible assets, income taxes, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions. We consider the following accounting policies to be critical because the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change or because the impact of the estimates and assumptions on financial condition or operating performance is material.  - 18 -    CASH  Our cash equivalents are comprised of highly liquid instruments with a maturity of three months or less when purchased.  As of February 28, 2009, our cash equivalents amounted to $0 (February 29, 2008 - $0)  SOURCE CODE  We have capitalized the costs of acquiring computer source code in accordance with the provisions of SFAS No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed.  At each reporting period end, we analyze the realizability of our recorded software assets under the provisions of that statement.  We recognize an impairment loss when and to the extent that the carrying amount of the software exceeds the estimated undiscounted future cash flows that are expected to result from the use of the asset and its eventual disposition.  Since the source code has started to generate positive cash flows and is still being used for development, no impairment loss has been recognized.  Amortization is provided using the straight-line method over the assets estimated useful life, three years.  REVENUE RECOGNITION  We recognize revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101,"Revenue Recognition in Financial Statements" ("SAB 101"), as modified by Securities and Exchange Commission Staff Accounting Bulletin No.104. Under SAB 101, revenue is recognized at the point of passage to the customer of title and risk of loss, there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured.  We recognize service revenues at the time of performance.   Revenues billed in advance under contracts are deferred and recognized over the corresponding service periods.  FOREIGN CURRENCY TRANSLATION  We maintain our accounting records in U.S. dollars, which is our functional and reporting currency.  At the transaction date, each asset, liability, revenue and expense is translated into the functional currency by the use of the exchange rate in effect at that date.  At the period end, we translate monetary assets and liabilities into the functional currency by using the exchange rate in effect at that date.  The resulting foreign exchange gains and losses are included in operations.  RECENT ACCOUNTING PRONOUNCEMENTS  In December 2007, the FASB issued SFAS No. 141(R), Business Combinations("SFAS No. 141R"), replacing SFAS No. 141, Business Combinations ("SFAS No. 141"). This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This Statement clarifies that acquirers will be required to expense costs related to any acquisitions.   SFAS No. 141(R) will apply prospectively to  business combinations for which the acquisition date is on or after fiscal years beginning December 15, 2008.  Early adoption is prohibited.  The Company has not yet evaluated the impact, if any, that SFAS No. 141(R) will have on its financial statements. Determination of the ultimate effect of this pronouncement will depend on the Companys structure at the date of adoption.  In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51 ("SFAS No. 160").  SFAS No.160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the  - 19 -  deconsolidation of a subsidiary.  Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parents equity.  The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement.  SFAS No.160 clarifies that changes in a parents ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest.  In addition, this Statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated.  Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date.  SFAS No.160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest.  SFAS No.160 is effective for fiscal years beginning on or after December 15, 2008, with retrospective presentation and disclosure for all periods presented.  Early adoption is prohibited.  The Company currently has no entities or arrangements that will be affected by the adoption of SFAS No. 160. Determination of the ultimate effect of this pronouncement will depend on the Companys structure at the date of adoption.  In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133".  The use and complexity of derivative instruments and hedging activities have increased significantly over the past several years.  Constituents have expressed concerns that the existing disclosure requirements in FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities", do not provide adequate information about how derivative and hedging activities affect an entitys financial position, financial performance, and cash flows.  Accordingly, this Statement requires enhanced disclosures about an entitys derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The adoption of this statement has not had a material effect on the Companys  reported financial position or results of operations.  In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 162").  SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with US GAAP for nongovernmental entities.  SFAS No. 162 is effective November 15, 2008. The adoption of this statement has not had a material effect on the Companys  reported financial position or results of operations.   FAIR VALUE MEASUREMENTS  Beginning June 1, 2008, the Company partially applied FAS 157 as allowed by FASB Staff Position ("FSP") 157-2, which delayed the effective date of FAS 157 for nonfinancial assets and liabilities.  As of June 1, 2008 the Company has applied the provisions of FAS 157 to its financial instruments and the impact was not material.  Under FSP 157-2, the Company will be required to apply FAS 157 to its nonfinancial assets and liabilities beginning June 1, 2009. Management is currently reviewing the applicability of FAS 157 to the Companys nonfinancial assets and liabilities and the potential impact that application will have on its financial statements.  In February 2007, the FASB issued Statement of Financial Accounting Standard No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("FASB 159").  FASB 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently measured at fair value.  The Company adopted FASB 159 effective June 1, 2008.  Upon adoption, the Company did not elect the fair value option for any items within the scope of FASB 159 and, therefore, the adoption of FASB 159 did not have an impact on its financial statements.   - 20 -    RESULTS OF OPERATIONS COMPARISON OF RESULTS FOR THE NINE MONTHS ENDED FEBRUARY 28, 2009 and FEBRUARY 29, 2008  REVENUE  For the nine months ended February 28, 2009, we recognized $32,039 in product revenue. For the nine months ended February 29, 2008, we recognized $26,263 in product revenue and $6,250 in ancillary revenue.  COST OF GOODS SOLD  We incurred $52,694 in cost of goods sold for the nine months ended February 28, 2009. Amortization of our source code is included in cost of sales, in the amount of $38,000 for the nine months ending February 28, 2009.  Amortization commenced March 1, 2008 when it became apparent that the source code was being used to generate revenue.  We incurred $20,400 in cost of goods sold for the nine months ended February 29, 2008 to generate the product revenue that we began recognizing in the six month period from September 1, 2007 through to February 28, 2008.  The work completed to earn the ancillary revenue was provided in-house.  EXPENSES  During the nine months ended February 28, 2009, we incurred total expenses of $87,004 comprised of selling and administrative expense of $84,400 and depreciation of $2,604; compared with total expenses of $126,521 comprised of selling and administrative expense of $123,935 and depreciation of $2,586 for the same period in 2008.  The largest expense for both periods pertained to consulting and professional fees.  NET INCOME/LOSS  During the nine months ended February 28, 2009, we incurred a net loss of $107,659 compared with a net loss of $114,408 for the nine months ended February 29, 2008.  The reduction in net loss was due to higher selling administrative expenses in the nine months ended February 29, 2008 because of one-time charges to set up our website and for legal fees to file our registration statement, partly offset by the $38,000 amortization of the source code during the current period.  LIQUIDITY AND CAPITAL RESOURCES  We do not yet have an adequate source of reliable, long-term revenue to fund operations. The Company is in the development stage and is in the process of developing a series of web-based community portal products as well as a series of off-the-shelf template based websites.  Sale of one of these products commenced during the 2008 fiscal year.  We have no significant assets or financial resources. The amount of working capital that we will require depends on several factors, including without limitation, the extent and timing of sales of our products and related services, future costs of development, the timing and costs associated with the expansion of our customer support capabilities, and our operating results.  As of February 28, 2009, we had cash of $11,974.  We had total current assets of $24,505.  In order to ensure we continue to generate cash revenues, during the next 12 months, we intend to focus on three aspects of product development. First, we intend to complete developing and begin marketing the three portal software products that we are currently developing. Second, we intend to expand the number of plug-ins that we offer to complement our basic portal software products. Third, we intend to translate our portal software products into at least two additional languages and to develop relationships with one or more contractors who can provide ongoing programming, website design, and customer support services in the additional languages that our products have been translated into.   - 21 -  Any additional cash revenues that we generate from our operations will ease the burden on our cash and enable us to finance operations beyond the next 12 months. If we generate no cash revenues other than the $11,974 that we had available as of February 28, 2009, we will need to raise additional funds during the next 12 months. Potential sources of such working capital could include senior debt facilities, new lines of credit, bank financings or additional sales of our securities. If we raise funds through the sale of our securities, the common stock currently outstanding would be diluted. There is a risk that such additional financing may not be available, or may not be available on acceptable terms, and the inability to obtain additional financing or generate sufficient cash from operations could require us to reduce or eliminate expenditures for capital equipment, production, or marketing of our products, or otherwise curtail or discontinue our operations, which could have a material adverse effect on our business, financial condition and results of operations.  Our financial statements have been prepared on a continuing operation basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  As of February 28, 2009, our total assets were $129,391, our total liabilities were $95,162, and stockholders equity was $34,229.  SUBSEQUENT EVENTS  On March 24, 2009, our companys shares were listed on the OTC Bulletin Board with the trading symbol PSGY.OB.  OFF-BALANCE SHEET TRANSACTION  We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.  Item 3. Quantitative and Qualitative Disclosures About Market Risk  Smaller reporting companies are not required to provide the information required by this Item.   Item 4T.       Controls and Procedures.  Evaluation of Disclosure Controls and Procedures  Our management evaluated, with the participation of our Principal Executive Officer and our Chief Technology Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this quarterly report on Form 10-Q.  Based on that evaluation, our Principal Executive Officer and Chief Technology Officer concluded that our disclosure controls and procedures cannot be relied upon to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed,  summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Principal Executive Officer and Chief Technology Officer, as appropriate, to allow timely decisions regarding required reasonable assurance that such information is accumulated and communicated to our management.  Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management.  Our disclosure controls and procedures include components of our internal control over financial reporting.  Management's assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met.   - 22 -  Managements Report on Internal Control Over Financial Reporting  Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. We have assessed the effectiveness of those internal controls as of February 28, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects a company's ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of the company's annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified a material weakness in our internal control over financial reporting. This material weakness consisted of inadequate staffing within the accounting operations of our Company. The small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. Due to this material weakness, management could not conclude that its internal control over financial reporting was effective as of February 28, 2009. Our review also indicated the existence of certain high level procedures that might or might not serve to provide compensating control over these weaknesses. These procedures consisted of analytical review of key operating results by our senior management, including preparation and review of monthly operating results, comparison of such results to budgets and to historical amounts. In addition, the board of directors received monthly updates on operations, and on a quarterly basis, reviews, investigates and discusses apparent inconsistencies and concerns with senior operating management. Our review also revealed that although a number of controls appeared to exist, and were observed to have been in operation, documentary evidence that such controls were operating throughout the period was found to be lacking. Such evidence as signatures indicating that a certain procedure had been carried out and affixing responsibility were lacking in the internal control system.  This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only managements report in this quarterly report.  Changes in Internal Control Over Financial Reporting  There was no change in our internal controls over financial reporting that occurred during the quarter ended February 28, 2009 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.   - 23 -    PART II  Item 1. Legal Proceedings  We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.  ITEM 1A. Risk Factors Risks Relating To Our Business  The independent accountants opinion on our financial statements for the fiscal years ended May 31, 2008 and May 31, 2007, and for the period from inception, June 22, 2004, to May 31, 2008, includes an explanatory paragraph about our ability to continue as a going concern and, if we cannot obtain additional financing, we may have to curtail operations and may ultimately cease to exist.  Our continued operations are contingent on our ability to raise additional capital and obtain financing and success in future operations. If we do not acquire sufficient additional funding or alternative sources of capital to meet our working capital, we may have to substantially curtail our operations and business plan. To meet our future obligations, from time to time, we intend to issue debt or shares of our common stock or other equity instruments such as warrants. We may be unable to obtain additional financing using any of these methods. These conditions raise substantial doubt about our ability to continue as a going concern. However, our financial statements do not include any adjustments that might result if we are unable to continue our business.   We have a limited operating history and may never achieve or sustain profitable operations.  We have a short operating history and have not been profitable since our incorporation in June 2004. Since inception until February 28, 2009, we have derived ancillary revenues by providing website layout and web portal design services, as well as software licensing.  Although our main web-based community portal products are still being developed, we realized some revenues, starting mostly in September 2007, for providing dating software websites. Even if we obtain future revenues sufficient to expand operations, increased operational or marketing expenses could adversely affect our liquidity. The limited extent of our assets and revenues, our early stage of development, and our limited operating history make us subject to the risks associated with start-up companies, including potentially negative cash flows. We have no significant assets or financial resources. Our lack of operating history makes it very difficult for you to make an investment decision. We may never become profitable. You may lose your entire investment.  We depend on our officers and directors to perform our business activities and our ability to recruit and retain the qualified individuals needed to operate and develop our business is unknown.  We rely on our officers and directors to perform many of our business activities. Currently, our Chief Technology Officer, Edvard Halupa personally oversees our programming and technology needs, and liaises with external contractors who provide additional programming and consulting services.  Our President, Secretary, and Treasurer, Jueane Thiessen, personally performs most of our accounting and financial management functions. Both Mr. Halupa and Ms. Thiessen are involved in carrying out our sales activities. Our present management structure, although adequate for the early stage of our operations, will likely have to be significantly augmented as our operations expand. Our future success will depend in part on the services of our key personnel and, additionally, on our ability to identify, hire and retain additional qualified personnel. There is intense competition for qualified management, marketing, accounting, and sales personnel in our main area of business: web-based community portals, also known as Web 2.0 software. We may not be able to continue to attract and retain the personnel needed to operate and develop  - 24 -  our business. Because we rely on our officers and directors to perform our sales, accounting, and financial management activities, failure to attract and retain key personnel could have a material adverse effect on us.  We have limited cash which we anticipate will be insufficient to fund our plan of operations for the three months ending May 31, 2009 and if we are unable to raise additional capital, our business may fail and stockholders may lose their entire investment.  We have limited capital reserves to finance expansion or to protect us from a downturn in business. We currently do not have sufficient cash to fund operations for the three months ending May 31, 2009. We will need to raise additional funds to fully fund our operations for the three month period beginning March 1, 2009. Additional financing may come in the form of an offering of common shares, borrowing from a bank or one of our directors, or from revenues generated by new business. If additional shares are issued to raise capital, our existing stockholders will suffer a dilution of their stock ownership and the value of our outstanding shares may fall. If we borrow more money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility.  We have no commitments for additional financing and there can be no assurance that additional funds will be available when needed, or on terms acceptable to us, if at all. If adequate funds are not available we may be required to change our planned business strategies. If we are unable to obtain adequate financing, we may not be able to successfully develop and market our products and services. As a result, we would need to curtail business operations which would have a material negative effect on operating results, the value of our outstanding stock is likely to fall, and our business may fail causing our stockholders to lose their entire investment.  Our President, Secretary, and Treasurer, Jueane Thiessen, and our Chief Technology Officer, Edvard Halupa, also serve as directors. These interrelationships may create conflicts of interest that might be detrimental to us.  There are various interrelationships between our officers and directors that may create conflicts of interest that might be detrimental to us. One of our directors, Jueane Thiessen, is our President, Secretary, and Treasurer. Edvard Halupa, also our director, is our Chief Technology Officer. Our Board of Directors, which appoints our officers, currently consists of two persons, Mr. Halupa and Ms. Thiessen. Together, Mr. Halupa and Ms. Thiessen control all of the voting power of the Board of Directors. Because Mr. Halupa and Ms. Thiessen are both directors and officers, there exists a potential conflict of interest regarding the decision to remove our officers or appoint new officers.  We may be subject to foreign currency fluctuation and such fluctuation may adversely affect our financial position and results.  We are currently located in Canada and pay most of our expenses in United States dollars. However, our target market is global. We may enter into contracts that require customers to pay us in currencies other than United States dollars. Therefore, our potential operations make us subject to foreign currency fluctuation. We do not make investments that offset the risk of adverse foreign currency fluctuations and we may suffer increased expenses and overall losses as a result.  We do not own patents on our products and, if other companies copy our products, our revenues may decline which may result in a decrease in our stock price.  We do not own patents on our products we have developed and we do not currently intend to file for patent protection on those products. Therefore, another company could recreate our products and could compete against us, which would adversely affect our revenues.  We do not carry any insurance and we may be subject to significant lawsuits which could substantially increase our expenses.  - 25 -   We do not carry any insurance. There are a number of occurrences that could adversely affect our financial condition. These include damage to our assets, financial records, or other property by fire or water, as well as any successful lawsuits against us involving recovery of damages arising out of our contractual, legal, or other duties. Should such an uninsured loss occur, our costs may substantially increase which would lower our overall profitability, if any.  Amendments to telecommunications regulations could have a material adverse effect on our business by increasing the cost of our operations or the costs that customers must incur to use our products and services.  We use telecommunications services to deliver our online software licensing and programming services to customers. In addition, our customers typically require telecommunications systems to use our products and services. The telecommunications industry is subject to regulatory control. Any amendments to current regulations in any jurisdiction where we operate or where our customers conduct business could have a material adverse effect on our business, results of operations, and prospects. If amendments to regulations increase the cost of using telecommunications services, our operating expenses may increase. Additionally, if regulatory amendments increase the cost that our customers must incur to use our services, we may experience difficulty attracting new customers or retaining existing customers.  Equipment loss or malfunctions and telecommunication service interruptions or delays may adversely affect our ability to provide our products and services.  Our business is highly dependent on our computer and telecommunications equipment and software systems for the operation and quality of our services. The temporary or permanent loss of all or a portion of these systems, including as a result of physical damage or operating malfunction, or significant replacement delays, could have a materially adverse effect on our business, financial condition, and results of operations. Any interruptions, delays or capacity problems experienced on the Internet or with telephone services could adversely affect our ability to provide our products and services.   - 26 -    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  N/A  Item 3. Defaults Upon Senior Securities  None.   Item 4. Submission of Matters to a Vote of Security Holders  During the third quarter of our fiscal year ended May 31, 2009, no matter was submitted to a vote of security holders through the solicitation of proxies or otherwise.   Item 5.          Other Information  None.   Item 6.          Exhibits  The exhibits listed below are filed as part of or incorporated by reference in this report.   Exhibit No.  Identification of Exhibit   21.1 Subsidiaries of the Registrant (filed herewith).  31.1 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  31.2 Certification of the Chief Technology Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  32.1 Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   - 27 -    SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.   Portlogic Systems Inc. (Registrant)  By /s/ Jueane Thiessen  Jueane Thiessen Principal Executive Officer, Principal Accounting Officer, President, and Treasurer  Date April 20, 2009    By /s/ Edvard Halupa   Edvard Halupa Chief Technology Officer  Date April 20, 2009   Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.  By /s/ Jueane Thiessen  Jueane Thiessen Director  Date April 20, 2009    By /s/ Edvard Halupa   Edvard Halupa Director  Date April 20, 2009   - 28 -     EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)   I, Jueane Thiessen, certify that:  1. I have reviewed this quarterly report of Portlogic Systems Inc.;  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;  4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;  (c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  (d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and  5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.  Date: April 20, 2009  /s/  Jueane Thiessen -------------------------------------- By:  Jueane Thiessen Principal Executive Officer, Principal Accounting Officer, President, and Treasurer   - 29 -     EXHIBIT 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)   I, Edvard Halupa, certify that:  1. I have reviewed this quarterly report of Portlogic Systems Inc.;  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;  4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;  (c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  (d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and  5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.  Date: April 20, 2009  /s/  Edvard Halupa -------------------------------------- By:  Edvard Halupa Chief Technology Officer  - 30 -    EXHIBIT 32.1  CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)   Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Portlogic Systems Inc., a Nevada corporation (the "Company"), does hereby certify, to such officer's knowledge, that:  The quarterly report on Form 10-Q for the quarter ended February 28, 2009 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.   Date: April 20, 2009   /s/  Jueane Thiessen ------------------------------------- By:  Jueane Thiessen Principal Executive Officer, Principal Accounting Officer, President, and Treasurer   Date: April 20, 2009   /s/ Edvard Halupa ------------------------------------- By: Edvard Halupa Chief Technology Officer      - 31 -