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 August 31, 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.  X Yes   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 October 15, 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 August 31, 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. 19 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 23 Item 4T. Controls and Procedures. 23   PART II  Item 1. Legal Proceedings. 25 Item 1A. Risk Factors. 25 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 27 Item 3. Defaults Upon Senior Securities. 28 Item 4. Submission of Matters to a Vote of Security Holders. 28 Item 5. Other Information. 28 Item 6. Exhibits. 28   - 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  AUGUST 31, 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 August 31, 2009 and May 31, 20096Unaudited Interim Statements of Operations for the Three Months ended August 31,
2009 and 2008, and the Period from June 22, 2004 (Inception) to August 31, 20097Unaudited Interim Statements of Changes in Stockholders Equity for the
Period from June 22, 2004 (Inception) to August 31, 20098Unaudited Interim Statements of Cash Flows for the Three Months ended August 31,92009 and 2008, and the period from June 22, 2004 (Inception) to August 31, 2009Notes to Unaudited Interim Financial Statements10-18   - 5 -   PORTLOGIC SYSTEMS INC.(A Development Stage Company)UNAUDITED INTERIM BALANCE SHEETSAS OF AUGUST 31, 2009 AND MAY 31, 2009(Amounts expressed in US Dollars)August 31, 2009May 31, 2009$$ASSETSCurrentCash and cash equivalents102,70713,468Accounts and other receivables, net of allowance for doubtful9,8079,807accounts as of Nil at August 31, 2009 and May 31, 2009Prepaid expenses and deposits3,0272,851115,54126,126Long-termEquipment, net2,1422,766Source code, net76,00088,666TOTAL ASSETS193,683117,558LIABILITIESCurrentAccounts payable and accrued liabilities64,07596,225Notes payable180,00030,000Convertible loan7,0007,000251,075133,225Commitments--STOCKHOLDERS DEFICIENCYCapital stockPreference stock; $0.001 par value; 1,000,000 sharesauthorized; 0 issued and outstanding at August 31, 2009
and May 31, 2009 respectivelyCommon stock; $0.001 par value; 75,000,000 sharesauthorized; 34,415,237 issued and outstanding at
August 31, 2009 and May 31, 2009 respectively34,41534,415Additional paid in capital353,285353,285Deficit accumulated during the development stage(445,092)(403,367)(57,392)(15,667)TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY193,683117,558The accompanying notes form an integral part of these unaudited interim financial statements.  - 6 -   PORTLOGIC SYSTEMS INC.(A Development Stage Company)UNAUDITED INTERIM STATEMENTS OF OPERATIONSFOR THE THREE MONTHS ENDED AUGUST 31, 2009 AND 2008,
AND THE PERIOD FROM JUNE 22, 2004 (INCEPTION) TO AUGUST 31, 2009(Amounts expressed in US Dollars)June 22, 2004 (inception)For the Three
MonthsFor the Three
MonthstoendedendedAugust 31,
2009August 31,
2009August  31,
2008$$$Gross margin (loss)Revenue86,3742,24313,787Cost of goods sold123,99412,66620,956(37,620)(10,423)(7,169)Leasing and consulting fees earned23,000--(14,620)(10,423)(7,169)ExpensesSelling and administrative421,47030,67821,789Depreciation9,002624861430,47231,30222,650Net loss for the period(445,092)(41,725)(29,819)Net loss per share for the periodBasic and fully diluted(0.0012)(0.0009)Weighted average number of shares outstandingBasic and fully diluted34,415,23734,415,237The accompanying notes form an integral part of these unaudited interim financial statements.  - 7 -


PORTLOGIC SYSTEMS INC. (A Development Stage Company)UNAUDITED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)FOR THE PERIOD FROM JUNE 22, 2004 (INCEPTION) TO AUGUST 31, 2009Deficit(Amounts Expressed in US Dollars)Common 
  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 for the year---(157,555)(157,555)Balance as of May 31, 200934,415,23734,415353,285(403,367)(15,667)Net loss from June 1 to August 31, 2009(41,725)(41,725)Balance as of August 31, 200934,415,23734,415353,285(445,092)(57,392) 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 THREE MONTHS ENDED AUGUST 31, 2009 AND 2008,AND THE PERIOD FROM JUNE 22, 2004 (INCEPTION) TO AUGUST 31, 2009(Amounts expressed in US Dollars)June 22, 2004 (inception) to
August 31, 2009For the three months
ended
August 31, 2009For the three 
  months
ended
August 31,
2008$$$Cash Flows from Operating ActivitiesNet Loss(445,092)(41,725)(29,819)Adjustments made to reconcile net loss to net cash from
operating  activitiesDepreciation of equipment9,002624861Amortization of source code76,00012,66612,666Changes in operating assets and liabilitiesIncrease in accounts and other receivables(9,807)-(9,807)Increase in prepaid expenses and deposits(3,027)(176)(41)Increase (decrease) in accounts payable and accrued liabilities64,075(32,150)(13,154)Cash flows used in operating activities(308,849)(60,761)(26,367)Cash Flows from Investing ActivitiesPurchase of equipment(11,144)--Purchase of source code(40,000)--Cash flows used in investing activities(51,144)--Cash Flows from Financing ActivitiesProceeds from issuance of note payables180,000150,00025,000Proceeds from issuance of convertible loan7,000--Proceeds from issuance of common stock275,700--Cash flows provided by financing activities462,700150,00025,000Increase (decrease) in cash and cash equivalents102,70789,239(1,367)Cashand cash equivalents, beginning of period-13,46834,450Cash and cash equivalents, end of period102,707102,70733,083Supplemental 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 AUGUST 31, 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 three month period ended August 31, 2009, the Company utilized $60,761 (2008 - $26,367) of cash in operations.  At August 31, 2009, the Company reported a deficit of $445,092 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 in accordance with United States Generally Accepted Accounting Principles (GAAP) for complete financial statements.  The financial statements should be read in conjunction with the Form 10-K for the year ended May 31, 2009 of Portlogic Systems Inc.  The interim financial statements present the balance sheet, statements of operations, stockholders deficiency and cash flows of the Company.   The financial statements have been prepared by management in accordance with United States Generally Accepted Accounting Principles (GAAP) for financial statements.   - 10 -  PORTLOGIC SYSTEMS, INC. (A Development Stage Company) NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS AUGUST 31, 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 August 31, 2009 and the results of operations, stockholders deficiency 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 August 31, 2009, cash equivalents amounted to $8,007 (May 31, 2009 - $8,007).  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 AUGUST 31, 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 $1,036 for the three month period ended August 31, 2009 (2008 - $507).  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 denominated in a foreign currency 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 denominated in a foreign currency 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. Foreign exchange loss amounted to $2,274 for the three month period ended August 31, 2009 (2008  $425).  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 stockholders 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 AUGUST 31, 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.  The Company had no other comprehensive income (loss) for the three month period ended August 31, 2009 (2008  Nil). As such, net loss is equivalent to total comprehensive loss.  Financial Instruments and Risk Concentrations  The Companys financial instruments comprise cash and cash equivalents, accounts receivable and other receivables, 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 cash equivalents and accounts receivable.  Cash and cash equivalent 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 Adopted In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, Fair Value Measurements. ("SFAS No. 157").  The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new 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 SFAS No. 157 for nonfinancial assets and liabilities.  The adoption did not have a material impact on the Companys financial statements.    - 13 -  PORTLOGIC SYSTEMS, INC. (A Development Stage Company) NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS AUGUST 31, 2009 (Amounts expressed in US Dollars)    NOTE 3.   SIGNIFICANT ACCOUNTING POLICIES (contd)  Recent Accounting Pronouncements Adopted In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1 and APB 28-1). FSP FAS 107-1 and APB 28-1 amend FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, and APB Opinion No. 28, Interim Financial Reporting, to require disclosures about the fair value of financial instruments for interim reporting periods of publicly traded companies. Prior disclosure requirements only applied to annual financial statements. This standard is effective for interim reporting periods ending after June 15, 2009, which is the first quarter of fiscal 2010 for the Company. The adoption of this standard did not have a material impact on the Companys financial statements.  In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165"), which provides guidance to establish general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The statement also outlines the circumstances under which an entity would need to record transactions occurring after the balance sheet date in the financial statements.  These new disclosures require the identification of the date through which the entity has evaluated subsequent events.  SFAS 165 is effective for interim or fiscal periods ending after June 15, 2009, and was effective for the Company beginning June 1, 2009.  The adoption of SFAS 165 did not have a material impact on the Company's consolidated financial statements.  The Company has evaluated events subsequent to the balance sheet date through October 15, 2009, the date the financial statements were issued.  Recent Accounting Pronouncements to be Adopted  In June 2009, the FASB issued Statement of Financial Accounting Standard No.168 The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162 ("SFAS No. 168").  The FASB Accounting Standards Codification will become the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Following SFAS No. 168, the Board will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts.  Instead, it will issue Accounting Standards Updates. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards.  All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. Management does not expect the adoption of this statement to have a material effect on the Companys future reported financial position or results of operations.   NOTE 4.   FAIR VALUE MEASUREMENTS  Beginning June 1, 2008, the Company partially applied FAS 157 as allowed by FASB Staff Position The Company adopted SFAS No. 157, except for those items that have been deferred under FSP FAS 157-2 (see Note 3).  SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value, in this context, should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.  - 14 -  PORTLOGIC SYSTEMS, INC. (A Development Stage Company) NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS AUGUST 31, 2009 (Amounts expressed in US Dollars)   NOTE 4.   FAIR VALUE MEASUREMENTS (cont'd) In addition to defining fair value, SFAS No. 157 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:  ●Level 1Quoted prices (unadjusted) in active markets for identical assets or liabilities;●Level 2Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;●Level 3Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates.  Fair Value Measurements UsingAssets/LiabilitiesLevel 1Level 2Level3At Fair ValueAssetCash equivalents-$8,007-$8,007LiabilityConvertible Loan-$7,000-$7,000   NOTE 5.   EQUIPMENT  Equipment  August 31, 2009
    Cost
    Accumulated
        Depreciation
    Net book
      value$
    $
    $Computer hardware
    7,783
    5,698
    2,085Computer software
    3,361
    3,304
    5711,144
    9,002
    2,142  Equipment  May 31, 2009
    Cost
    Accumulated
        Depreciation
    Net book 
      value$
    $
    $Computer hardware
    7,783
    5,160
    2,623Computer software
    3,361
    3,218
    14311,144
    8,378
    2,766  Depreciation expense amounted to $624 for the three month period ending August 31, 2009 (August 31, 2008 - $861).   - 15 -  PORTLOGIC SYSTEMS, INC. (A Development Stage Company) NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS AUGUST 31, 2009 (Amounts expressed in US Dollars)   NOTE 6.   SOURCE CODE  Source Code  August 31, 2009CostAccumulated
AmortizationNet book
  value$$$Internet dating portal software152,00076,00076,000  Source Code  May 31, 2009CostAccumulated
AmortizationNet book
  value$$$Internet dating portal software152,00063,33388,666  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 three month period ending August 31, 2009.  Amortization expense, included in cost of goods sold, amounted to $12,666 for the three month period ending August 31, 2009 (August 31, 2008 - $12,666).  Amortization commenced March 1, 2008, when it became apparent that the source code was being used to generate revenue.  NOTE 7.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES  August 31, 2009
    May 31, 2009$
    $Audit and review
    10,195
    47,493Bookkeeping and accounting
    32,107
    29,107Legal
    627
    2,237Other
    13,096
    9,496Credit cards
    5,887
    6,631Interest payable
    2,163
    1,26164,075
    96,225    - 16 -  PORTLOGIC SYSTEMS, INC. (A Development Stage Company) NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS AUGUST 31, 2009 (Amounts expressed in US Dollars)    NOTE 8.   NOTES PAYABLE  On July 18, 2008, the Company issued a Note Payable in consideration of a draw down unsecured loan up to an aggregate of $100,000 over a term of one year. Interest is payable at the prime rate plus 2%. Principal and interest are due on July 18, 2009 unless demanded earlier.  On July 18, 2008, the Company borrowed $25,000 against the total $100,000 available to be drawn down. On April 14, 2009, the Company borrowed $5,000 against the total $75,000 available to be drawn down. On June 10, 2009, the Company borrowed $50,000 against the total $70,000 available to be drawn down. The balance payable on this Notes Payable has been extended for another year under the same terms.  On August 26, 2009, the Company issued a Note Payable in consideration of a draw down unsecured loan up to an aggregate of $300,000 over a term of one year. Interest is payable at the prime rate plus 2%. Principal and interest are due on August 26, 2010 unless demanded earlier.  On August 26, 2009, the Company borrowed $100,000 against the total $300,000 available to be drawn down.   NOTE 9.   CONVERTIBLE LOAN  A convertible debenture, issued March 11, 2005, is unsecured, matures March 11, 2010 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.   NOTE 10.   COMMITMENTS AND RELATED PARTY TRANSACTIONS  a) On June 25, 2008, the Company advanced $9,807 to UOMO Media Inc. (UOMO). One director of the Company is also a director of UOMO. As at August 31, 2009, the Company had an other receivable balance of $9,807 from UOMO (2008  $9,807).  b) 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 related service fee for the three month period ended August 31, 2009 amounted to $9,000 (2008 - $9,000). The agreement has been continued on a month-to-month basis. As at August 31, 2009, there was $42,078 in account payable and accrued liabilities owning to the officer (May 31, 2009 -$39,822).  c) 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.  d) Transactions with related parties were in the normal course of operations and were recorded at the value agreed to by the related parties.  - 17 -  PORTLOGIC SYSTEMS, INC. (A Development Stage Company) NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS AUGUST 31, 2009 (Amounts expressed in US Dollars)    NOTE 11.   SUBSEQUENT EVENT  On September 16, 2009, the Company incorporated a wholly-owned subsidiary, Sunlogic Energy Corporation, in Panama City, Republic of Panama for the purpose of looking at solar and alternative green energy software and products. .  - 18 -    Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations  INTRODUCTION  The following management discussion and analysis compares our results of operations for the three months ended August 31, 2009 to the same period in 2008. This management 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 three months ended August 31, 2009.  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.   - 19 -    CASH AND CASH EQUIVALENTS  Our cash equivalents comprise highly liquid instruments with a maturity of three months or less when purchased.  As at August 31, 2009, cash equivalents amounted to $8,007 (May 31, 2009- $8,007).  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  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 denominated in a foreign currency 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 denominated in a foreign currency 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. Foreign exchange loss amounted to $2,274 for the three month period ended August 31, 2009 (2008  $425).  RECENT ACCOUNTING PRONOUNCEMENTS ADOPTED  In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, Fair Value Measurements. ("SFAS No. 157").  The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new 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 SFAS No. 157 for nonfinancial assets and liabilities.  The adoption did not have a material impact on the Companys financial statements.   - 20 -    In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1 and APB 28-1). FSP FAS 107-1 and APB 28-1 amend FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, and APB Opinion No. 28, Interim Financial Reporting, to require disclosures about the fair value of financial instruments for interim reporting periods of publicly traded companies. Prior disclosure requirements only applied to annual financial statements. This standard is effective for interim reporting periods ending after June 15, 2009, which is the first quarter of fiscal 2010 for the Company. The adoption of this standard did not have a material impact on the Companys financial statements.  In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165"), which provides guidance to establish general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The statement also outlines the circumstances under which an entity would need to record transactions occurring after the balance sheet date in the financial statements.  These new disclosures require the identification of the date through which the entity has evaluated subsequent events.  SFAS 165 is effective for interim or fiscal periods ending after June 15, 2009, and was effective for the Company beginning June 1, 2009.  The adoption of SFAS 165 did not have a material impact on the Company's consolidated financial statements.  The Company has evaluated events subsequent to the balance sheet date through October 15, 2009, the date the financial statements were issued.   RECENT ACCOUNTING PRONOUNCEMENTS TO BE ADOPTED  In June 2009, the FASB issued Statement of Financial Accounting Standard No.168 The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162 ("SFAS No. 168").  The FASB Accounting Standards Codification will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities.  Following SFAS No. 168, the Board will not issue new standards in the form of Statements, FASB Staff  Positions, or Emerging Issues Task Force Abstracts.  Instead, it will issue Accounting Standards Updates.  This Statement is effective for financial statements issued for interim and annual periods ending after  September 15, 2009.  On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards.  All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. Management does not expect the adoption of this statement to have a material effect on the Companys future reported financial position or results of operations.       - 21 -    RESULTS OF OPERATIONS COMPARISON OF RESULTS FOR THE THREE MONTHS ENDED AUGUST 31, 2009 and AUGUST 31, 2008  REVENUE  For the three months ended August 31, 2009, we recognized $2,243 in revenue. For the three months ended August 31, 2008, we recognized $13,787 in revenue.  The decrease in revenue for the current period was due to less advertising.  COST OF GOODS SOLD  Cost of goods sold of $12,666 for the three months ended August 31, 2009, is made up entirely of Amortization of our source code, which we include in cost of sales.  The work completed to earn revenue in this three month period was provided in-house using our source code.  Amortization of our source codecommenced March 1, 2008 when it became apparent that the source code was being used to generate revenue.  We incurred $20,956 in cost of goods sold for the three months ended August 31, 2008 to generate revenue. Amortization of our source code of $12,666 is included in cost of sales.  EXPENSES  During the three months ended August 31, 2009, we incurred total expenses of $31,302 comprised of selling and administrative expense of $30,678 and depreciation of $624; compared with total expenses of $22,650 comprised of selling and administrative expense of $21,789 and depreciation of $861 for the same period in 2008.  The largest expense for both periods pertained to consulting and professional fees.  NET INCOME/LOSS  During the three months ended August 31, 2009, we incurred a net loss of $41,725 compared with a net loss of $29,819 for the three months ended August 31, 2008.  The increase in net loss was due to lower revenue in the three months ended August 31, 2009 due to less advertising, but higher selling administrative expenses due to higher consulting and web hosting expenses than the previous 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 August 31, 2009, we had cash and cash equivalents of $102,707.  We had total current assets of $115,541.  In order to ensure we continue to generate cash revenues, during the next nine 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.   - 22 -    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 9 months. If we generate no cash revenues other than the $102,707 that we had available as of August 31, 2009, we will need to raise additional funds during the next 9 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.  On August 26, 2009, the Company issued a Note Payable in consideration of a draw down unsecured loan up to an aggregate of $300,000 over a term of one year. Interest is payable at the prime rate plus 2%. Principal and interest are due on August 26, 2010 unless demanded earlier.  On August 26, 2009, the Company borrowed $100,000 against the total $300,000 available to be drawn down.  Prior to this, on July 18, 2008, the Company had issued a Note Payable in consideration of a draw down unsecured loan up to an aggregate of $100,000 over a term of one year. The Company borrowed $80,000 against this loan.  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 August 31, 2009, our total assets were $193,683, our total liabilities were $251,075, and stockholders deficiency was $(57,392).  SUBSEQUENT EVENT  On September 16, 2009, we incorporated a wholly-owned subsidiary, Sunlogic Energy Corporation, in Panama City, Republic of Panama for the purpose of looking at solar and alternative green energy software and products.  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 Chief Executive Officer and our Chief Financial 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 Chief Executive   - 23 -   Officer and Chief Financial 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 Chief Executive Officer and Chief Financial 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.  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 August 31, 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 August 31, 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.   - 24 -    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 August 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.  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  We intend to grow our Company by acquisition and further development of our source code, and if we are not successful, our business will be harmed.  Our business strategy includes the attainment of a portion of our growth through our ability to successfully execute our acquisition model and further develop our source code. In order to pursue a growth by acquisition strategy successfully, we must identify suitable candidates for these transactions, complete these transactions, and manage post-closing issues such as integration of the acquired business into our corporate structure. Integration issues are complex, time-consuming, and expensive and, without proper planning and implementation, could significantly disrupt our business. Potential disruptions include diversion of management's attention, loss of key business and/or personnel from the acquired company, unanticipated events, and legal liabilities. If the business becomes impaired, there could be partial or full write-offs attributed to the acquisition.  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. If we do not achieve sufficient revenues to meet our future obligations, we intend to seek sufficient financial resources by issuing shares of common stock, borrowing cash from a bank or one of our directors, or a combination of these activities. 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 August 31, 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,   - 25 -   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 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 nine months ending May 31, 2010 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 nine months ending May 31, 2010. We will need to raise additional funds to fully fund our operations for the nine month period beginning September 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.   - 26 -    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.  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.  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  N/A   - 27 -    Item 3. Defaults Upon Senior Securities  None.   Item 4. Submission of Matters to a Vote of Security Holders  During the first quarter of our fiscal year ended May 31, 2010, 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  10.1 Promissory Note between Portlogic Systems Inc. and Euro Americas Securities S.A., dated August 26, 2009 (included as Exhibit 10.1 to the Form 8-K filed September 1, 2009 and   incorporated herein by reference). 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.   - 28 -    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 October 15, 2009    By /s/ Edvard Halupa   Edvard Halupa Chief Technology Officer  Date October 15, 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 October 15, 2009    By /s/ Edvard Halupa   Edvard Halupa Director  Date October 15, 2009   - 29 -     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: October 15, 2009  /s/  Jueane Thiessen -------------------------------------- By:  Jueane Thiessen Principal Executive Officer, Principal Accounting Officer, President, and Treasurer   - 30 -     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: October 15, 2009  /s/  Edvard Halupa -------------------------------------- By:  Edvard Halupa Chief Technology Officer  - 31 -    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 August 31, 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: October 15, 2009   /s/  Jueane Thiessen ------------------------------------- By:  Jueane Thiessen Principal Executive Officer, Principal Accounting Officer, President, and Treasurer   Date: October 15, 2009   /s/ Edvard Halupa ------------------------------------- By: Edvard Halupa Chief Technology Officer        - 32 -