UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-Q/A

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

                 For the quarterly period ended August 31, 2008

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
              For the transition period from ________ to ________
                         Commission File No. 333-111652

                            PORTALTOCHINA.COM, INC.
             (Exact Name of Registrant as Specified in its Charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                                   98-0449083
                    (I.R.S. Employer Identification number)

                         18/F SHANGHAI ORIENTAL CENTRE
                             699 NANJING WEST ROAD
                                200041 SHANGHAI
                    (Address of principal executive offices)

                   Issuer's telephone number: 86 21 61413717

           Securities registered under Section 12(b) of the Act: NONE

   Securities registered pursuant to Section 12(g) of the Act:
                       COMMON STOCK, $0.0001 PAR VALUE

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  [   ]                    Smaller  reporting  company [X]

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).
Yes  [X]  No  [  ]

As  of  August  31,  2008  the  Issuer  had 8,000,000 shares of its Common Stock
outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]




<PAGE>

                        PART I -- FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

PORTALTOCHINA.COM, INC.
(A development stage company)

Balance Sheets
August 31, 2008
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------------------------------
                                                                        August 31, 2008    May 31, 2008
--------------------------------------------------------------------------------------------------------
                                                                                              (audited)
<S>                                                                     <C>                <C>
ASSETS

CURRENT
  Cash and cash equivalents                                             $       85,211     $    85,362
  Prepaid expenses                                                                  54             582
-------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                            $       85,265     $    85,944
=======================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

CURRENT
  Accounts payable and accrued liabilities                              $          176     $        50

STOCKHOLDERS' EQUITY

SHARE CAPITAL
  Authorized:
100,000,000 common shares with a par value of $0.0001 per share
  Issued and outstanding:  8,000,000 common shares (2008: 8,000,000)               800             800

ADDITIONAL PAID-IN CAPITAL                                                     249,750         249,750

(DEFICIT) ACCUMULATED DURING THE DEVELOPMENT STAGE                            (165,461)       (164,656)
-------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                                      85,089          85,894
-------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $       85,265     $    85,944
=======================================================================================================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE>

<TABLE>
<CAPTION>

PORTALTOCHINA.COM, INC.
(A development stage company)

Statements of Stockholders' Equity (Deficiency)
For the period from March 18, 2003 (inception) to August 31, 2008
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
-------------------------------------------------------------------------------------------------------------
                                                                                     (Deficit)
                                                                                   accumulated          Total
                                                                                        during  stockholders'
                                                   Common stock        Additional  development         equity
                                                  Shares  Amount  paid-in capital        stage   (deficiency)
-------------------------------------------------------------------------------------------------------------
<S>                                            <C>        <C>     <C>              <C>          <C>

Issuance of common stock for cash
  March 18, 2003, $0.0001 per share            5,500,000  $ 550   $            -   $        -   $        550

Comprehensive income (loss)
  Loss and comprehensive loss for the period           -      -                -       (1,743)        (1,743)
-------------------------------------------------------------------------------------------------------------

BALANCE, May 31, 2003                          5,500,000  $ 550   $            -   $   (1,743)  $     (1,193)
-------------------------------------------------------------------------------------------------------------

Comprehensive income (loss)
  Loss and comprehensive loss for the year             -      -                -       (6,922)        (6,922)
-------------------------------------------------------------------------------------------------------------

BALANCE, May 31, 2004                          5,500,000  $ 550   $            -   $   (8,665)  $     (8,115)
-------------------------------------------------------------------------------------------------------------

Comprehensive income (loss)
  Loss and comprehensive loss for the year             -      -                -       (5,603)        (5,603)
-------------------------------------------------------------------------------------------------------------

BALANCE, May 31, 2005                          5,500,000  $ 550   $            -   $  (14,268)  $    (13,718)
-------------------------------------------------------------------------------------------------------------

Issuance of common stock for cash
  March 1 to March 24, 2006, $0.10 per share   2,500,000    250          249,750            -        250,000

Comprehensive income (loss)
  Loss and comprehensive loss for the year             -      -                -      (28,732)       (28,732)
-------------------------------------------------------------------------------------------------------------

BALANCE, May 31, 2006                          8,000,000  $ 800   $      249,750   $  (43,000)  $    207,550
-------------------------------------------------------------------------------------------------------------

Comprehensive income (loss)
  Loss and comprehensive loss for the year             -      -                -      (52,428)       (52,428)
-------------------------------------------------------------------------------------------------------------

BALANCE, May 31, 2007                          8,000,000  $ 800   $      249,750   $  (95,428)  $    155,122
-------------------------------------------------------------------------------------------------------------

Comprehensive income (loss)
  Loss and comprehensive loss for the year             -      -                -      (69,228)       (69,228)
-------------------------------------------------------------------------------------------------------------

BALANCE, May 31, 2008                          8,000,000  $ 800   $      249,750   $ (164,656)  $     85,894
-------------------------------------------------------------------------------------------------------------

Comprehensive income (loss)
  Loss and comprehensive loss for the period           -      -                -         (805)          (805)
-------------------------------------------------------------------------------------------------------------

BALANCE, August 31, 2008                       8,000,000  $ 800   $      249,750   $ (165,461)  $     85,089
=============================================================================================================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE>

<TABLE>
<CAPTION>

PORTALTOCHINA.COM, INC.
(A development stage company)

Statements of Operations
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)

---------------------------------------------------------------------------------------------------------------
                                                                 Cumulative
                                                             March 18, 2003          Three months ended
                                                             (inception) to
                                                            August 31, 2008   August 31, 2008   August 31, 2007
---------------------------------------------------------------------------------------------------------------
<S>                                                         <C>               <C>               <C>

REVENUE                                                     $           77    $            -    $            -
---------------------------------------------------------------------------------------------------------------

GENERAL AND ADMINISTRATIVE EXPENSES
  Accounting                                                        27,551                 -             5,507
  Incorporation                                                      1,728                 -                 -
  Interest and bank charges                                          2,814                51               223
  Legal                                                              8,871                 -                 -
Office expenses                                                      5,928               528             1,191
Consulting                                                          40,800                 -            10,200
Transfer agent                                                       5,827               226                75
Website maintenance                                                  2,019                 -                 -
WRITE OFF OF WEBSITE DEVELOPMENT COSTS                              32,083                 -                 -
AMORTIZATION OF WEBSITE DEVELOPMENT COSTS                           37,917                 -             2,917
---------------------------------------------------------------------------------------------------------------

TOTAL EXPENSES                                                     165,538               805            20,113
---------------------------------------------------------------------------------------------------------------

(LOSS) FOR THE PERIOD                                       $     (165,461)   $         (805)   $      (20,113)
===============================================================================================================

(LOSS) PER SHARE
 - basic and diluted                                                     -    $        (0.00)   $        (0.00)
===============================================================================================================

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING
  - basic and diluted                                                    -         8,000,000         8,000,000
===============================================================================================================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

<PAGE>

<TABLE>
<CAPTION>

PORTALTOCHINA.COM, INC.
(A development stage company)

Statements of Cash Flows
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------------------------------------------------------
                                                                          Cumulative Amounts
                                                                              March 18, 2003
                                                                              (inception) to           Three months ended
                                                                             August 31, 2008   August 31, 2008   August 31, 2007
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                  <C>               <C>

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
  (Loss) for the period                                                   $        (165,461)   $         (805)   $      (20,113)
Adjustment to reconcile (loss) to net cash used in operating activities:
  -  amortization of website development costs                                       37,917                 -             2,917
  -  write off of website development costs                                          32,083                 -                 -
Changes in assets and liabilities:
  -  (increase) prepaid expenses                                                        (54)              528            (2,192)
  - increase (decrease) in accounts payable and accrued liabilities                     176               126             5,757
--------------------------------------------------------------------------------------------------------------------------------

Net cash from (used in) operating activities                                        (95,339)             (151)          (13,631)
--------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS (USED IN) INVESTING ACTIVITIES
  Website development costs                                                         (70,000)                -                 -
--------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
  Proceeds from issuance of common stock                                            250,550                 -                 -
--------------------------------------------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     85,211              (151)          (13,631)
--------------------------------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, beginning of period                                            -            85,362           159,524
--------------------------------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, end of period                                  $          85,211    $       85,211    $      145,893
================================================================================================================================
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

<PAGE>
1.     INCORPORATION AND CONTINUANCE OF OPERATIONS

The  Company was formed on March 18, 2003 under the laws of the State of Nevada.
The Company is in the business of operating an internet portal featuring Chinese
business.  The  Company  is considered a development stage company as defined in
SFAS  No.  7.  The  Company  has  an  office  in  Vancouver,  Canada.

These  financial  statements  have  been  prepared  in accordance with generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the  normal  course  of  business. The Company has incurred operating losses and
requires additional funds to maintain its operations. Management's plans in this
regard  are  to  raise  equity  financing  as required. Further, the Company has
experienced difficulty in launching its business through its B2B Platform due to
the foreign currency administration policies in China and the Company was unable
to  earn  any  meaningful  revenue  from  advertising. Therefore, the Company is
currently  re-assessing  its  business  plan  and  revenue  model.

These conditions raise substantial doubt about the Company's ability to continue
as  a  going  concern. These financial statements do not include any adjustments
that  might  result  from  this  uncertainty.

The Company has generated nominal operating revenues to date.

2.     SIGNIFICANT ACCOUNTING POLICIES

(a)     Cash and Cash Equivalents

Cash  equivalents  comprise certain highly liquid instruments with a maturity of
three  months or less when purchased. As at August 31, 2008 and 2007, there were
no  cash  equivalents.

(b)     Accounting Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  of  United States of America requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the  financial  statements  and  the  reported  amounts of revenues and expenses
during  the  reporting  period. Actual results could differ from those estimates
and  assumptions.

(c)     Advertising Expenses

The  Company  expenses  advertising  costs as incurred. There was no advertising
expenses  incurred by the Company for the three months ended August 31, 2008 and
2007.

(d)     Loss Per Share

Loss  per  share  is  computed  using  the  weighted  average  number  of shares
outstanding  during  the period. The Company has adopted SFAS No. 128, "Earnings
Per  Share".  Diluted  loss  per  share  is  equivalent to basic loss per share.

(e)     Concentration of Credit Risk

The  Company  places  its  cash  and  cash  equivalents with high credit quality
financial  institutions.  As  of August 31, 2008, the Company had $Nil in a bank
beyond  insured  limits  (August  31,  2007:  $39,803).

(f)     Foreign Currency Transactions

The Company is located and operating outside of the United States of America. It
maintains  its  accounting  records  in  U.S.  Dollars,  as  follows:

At  the  transaction  date,  each  asset,  liability,  revenue  and  expense  is
translated  into  U.S. dollars by the use of the exchange rate in effect at that
date. At the period end, monetary assets and liabilities are remeasured by using
the  exchange  rate in effect at that date. The resulting foreign exchange gains
and  losses  are  included  in  operations.


<PAGE>
2.     SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

(g)     Fair Value of Financial Instruments

The  respective carrying value of certain on-balance-sheet financial instruments
approximated their fair value. These financial instruments include cash and cash
equivalents,  accounts payable and accrued liabilities and promissory note. Fair
values  were  assumed  to  approximate  carrying  values  for  these  financial
instruments,  except  where noted. Management is of the opinion that the Company
is  not  exposed  to  significant  interest  or  credit risks arising from these
financial  instruments.  The  Company  is operating outside the United States of
America  and  has  significant  exposure  to  foreign  currency  risk due to the
fluctuation  of  currency  in  which  the  Company  operates  and  U.S.  dollar.

(h)     Income Taxes

The  Company  has  adopted  Statement  of Financial Accounting Standards No. 109
(SFAS 109), Accounting for Income Taxes, which requires the Company to recognize
deferred  tax liabilities and assets for the expected future tax consequences of
events  that  have  been recognized in the Company's financial statements or tax
returns  using the liability method. Under this method, deferred tax liabilities
and  assets  are  determined  based  on  the  temporary  differences between the
financial  statement  and  tax bases of assets and liabilities using enacted tax
rates  in  effect in the years in which the differences are expected to reverse.

(i)     Long-Lived Assets

Long-lived  assets  and  certain identifiable intangibles to be held and used by
the  Company  are  reviewed  for  impairment  whenever  events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of  an  asset  may  not be
recoverable.  The  Company  continuously  evaluates  the  recoverability  of its
long-lived  assets  based  on  estimated  future  cash  flows  and the estimated
liquidation value of such long-lived assets, and provides for impairment if such
undiscounted  cash  flows are insufficient to recover the carrying amount of the
long-lived  assets.  If  impairment  exists,  an adjustment is made to write the
asset  down  to  its fair value and a loss is recorded as the difference between
the  carrying  value  and fair value. Fair values are determined based on quoted
market  value,  discounted  cash  flows, or internal and external appraisals, as
applicable.  Assets to be disposed of, when applicable, are carried at the lower
of  carrying  value  or  estimated  net  realizable  value.

(j)     Stock-Based Compensation

During  the  year,  the  Company  adopted  SFAS  No.  123(revised), "Share-Based
Payment",  to  account  for  its  stock  options  and similar equity instruments
issued. Accordingly, compensation costs attributable to stock options or similar
equity instruments granted are measured at the fair value at the grant date, and
expensed over the expected vesting period. SFAS No. 123(revised) requires excess
tax  benefits  be reported as a financing cash inflow rather than as a reduction
of  taxes  paid.

The Company did not grant any stock options during the periods ended August 31,
2008 and 2007.

(k)     Comprehensive Income

The  Company  adopted  Statement of Financial Accounting Standards No. 130 (SFAS
130),  Reporting Comprehensive Income, which establishes standards for reporting
and  display  of  comprehensive income, its components and accumulated balances.
The  Company  is  disclosing  this information on its Statement of Stockholders'
Equity.  Comprehensive  income  comprises  equity  except  those  resulting from
investments  by  owners and distributions to owners. The Company has no elements
of  "other comprehensive income" for the periods ended August 31, 2008 and 2007.

(l)     Revenue Recognition

The  Company  has  recognized revenue in accordance with Securities and Exchange
Commission  Staff  Accounting Bulletin No. 104, Revenue Recognition. The Company
recognizes  advertising  revenue  in  the  period  in which the advertisement is
displayed,  provided  that evidence of an arrangement exists, the fees are fixed
or  determinable  and  collection  of  the  resulting  receivable  is reasonably
assured.  If  fixed-fee  advertising  is  displayed over a term greater than one
month,  revenue  is  recognized  ratably over the period. The Company recognizes
revenue  for  fixed-fee  advertising  arrangements  ratably over the term of the
insertion  order.  If, at the end of a quarterly reporting period the term of an
insertion  order  is not complete, the Company recognizes revenue for the period
by pro-rating the total arrangement fee to revenue and deferred revenue based on
a  measure  of  proportionate  performance of the obligation under the insertion
order.  The  Company  measures  proportionate  performance  by  the  number  of
placements  delivered and undelivered as of the reporting date. The Company uses
prices stated on our internal rate card for measuring the value of delivered and
undelivered  placements.  Fees  for  variable-fee  advertising  arrangements are
recognized  based  on  the  number  of impressions displayed or clicks delivered
during  the  period.

Under  these policies, no revenue is recognized unless persuasive evidence of an
arrangement exists, delivery has occurred, the fee is fixed or determinable, and
collection  is  reasonably  assured.

<PAGE>
2.     SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

(m)     Website  Development  Costs

Website  development  costs  are  for  the development of the Company's Internet
website.  These costs have been capitalized when acquired and installed, and are
being amortized over its estimated useful life of three years on a straight-line
basis.  The  Company  accounts  for  these  costs  in accordance with EITF 00-2,
"Accounting  for  Website  Development  Costs,"  which specifies the appropriate
accounting for costs incurred in connection with the development and maintenance
of  websites.  Amortization expense is total of $Nil for the period ended August
31,  2008  (August  31,  2007:  $2,917).

During  the  fiscal  year 2008, the Company was unable to launch its business in
China with the foreign currency administration policies in China. Therefore, the
future  realization  of  the  website  development  costs is in question and the
Company  wrote  off  its  website  development  costs  of  $32,083.

(n)     New  Accounting  Pronouncements

In March 2008, the FASB issued FASB Statement No. 161 ("SFAS 161"), "Disclosures
about  Derivative  Instruments  and  Hedging  Activities".  SFAS  161  requires
companies with derivative instruments to disclose information that should enable
financial-statement  users  to  understand how and why a company uses derivative
instruments,  how  derivative instruments and related hedged items are accounted
for  under  FASB  Statement  No.  133 "Accounting for Derivative Instruments and
Hedging  Activities"  and  how  derivative  instruments and related hedged items
affect  a  company's  financial  position, financial performance and cash flows.
SFAS  161  is  effective  for  financial  statements issued for fiscal years and
interim  periods  beginning  after  November  15,  2008.  The  adoption  of this
statement  is  not  expected  to  have a material effect on the Company's future
financial  position  or  results  of  operations.

In  December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS
No.  160,  "Noncontrolling  Interests  in Consolidated Financial Statements - An
amendment  of  ARB  No.  51".  SFAS  160  requires companies with noncontrolling
interests to disclose such interests clearly as a portion of equity but separate
from  the  parent's  equity. The noncontrolling interest's portion of net income
must  also  be  clearly presented on the Income Statement. SFAS 160 is effective
for  financial  statements  issued for fiscal years beginning after December 15,
2008.  The  adoption of this statement is not expected to have a material effect
on  the  Company's  future  financial  position  or  results  of  operations.

In  December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS
No.  141(revised  2007),  "Business  Combinations".  SFAS  141  (R)  applies the
acquisition  method  of accounting for business combinations established in SFAS
141  to  all  acquisitions  where  the  acquirer  gains  a controlling interest,
regardless  of  whether  consideration was exchanged.  Consistent with SFAS 141,
SFAS  141  (R) requires the acquirer to fair value the assets and liabilities of
the  acquiree and record goodwill on bargain purchases, with main difference the
application  to  all  acquisitions  where  control is achieved.  SFAS 141 (R) is
effective  for  financial  statements  issued  for  fiscal years beginning after
December  15,  2008.  The  adoption  of this statement is not expected to have a
material  effect  on  the  Company's  future  financial  position  or results of
operations.

<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

FINANCIAL  CONDITION,  LIQUIDITY  AND  CAPITAL  RESOURCES.

We  were  incorporated  for  the purpose of developing and operating an Internet
portal  located on the World Wide Web at www.portaltochina.com.  Our capital has
been  obtained  via  issuance  of  common  stock  and shareholder loans.  We are
presently  re-evaluating  our  business  model  and  prospects  in  light of our
inability  to  earn  any  meaningful  revenue since inception and with a view to
developing  revenue  producing  services.

On  November  1,  2005, the Securities and Exchange Commission declared our Form
SB-2  Registration  Statement  (Commission  File No. 333-111652) effective.  Our
offering  commenced  on  November 1, 2005, and terminated on March 31, 2006.  We
sold  2,500,000  shares  through the offering at a price of $0.10 per share, for
gross  proceeds  of  $250,000.

As  of  August 31, 2008, we had total assets of $85,265, comprised of $85,211 in
cash  and  $54  in  prepaid expenses.  This was a decrease from $85,944 in total
assets  as  of  May  31,  2008.

As  of  August  31, 2008, our total liabilities increased to $176 from $50 as of
May  31,  2008.

As  of August 31, 2008, we had working capital of $85,089compared with a working
capital  of  $85,894  as  of  May  31,  2008.

We  have  not  generated revenue since the date of inception.  We presently have
sufficient  working  capital  to  satisfy  our cash requirements for the next 12
months  of  operations.

We  do  not expect to purchase or sell any significant equipment during the next
twelve  months.

We  will not hire any employees until we have re-evaluated our business plan and
prospects,  if  at all.  Therefore, we do not know if we will hire any employees
over  the  next  twelve  months  of  operations.

RESULTS  OF  OPERATIONS

We  posted an operating loss of $805 for the three month period ended August 31,
2008.  This  was  a  decrease  from  the  operating loss of $20,113 for the same
period  in  the  previous  fiscal  year.

ITEM 4.     CONTROLS AND PROCEDURES

As  required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the
end  of  the  period  covered by the quarterly report, being August 31, 2008, we
have  carried out an evaluation of the effectiveness of the design and operation
of our company's disclosure controls and procedures. This evaluation was carried
out  under  the  supervision  and  with  the  participation  of  our  company's
management,  including  our company's president. Based upon that evaluation, our
company's  president  concluded  that  our  company's  disclosure  controls  and
procedures are not effective as at the end of the period covered by this report.
There  have  been no significant changes in our internal controls over financial
reporting  that  occurred  during  our  most  recent  fiscal  quarter  that have
materially  affected, or are reasonably likely to materially affect our internal
controls  over  financial  reporting.

Disclosure  controls  and  procedures  and other procedures that are designed to
ensure  that  information  required  to  be  disclosed  in  our reports filed or
submitted  under  the  Securities  Exchange  Act of 1934 is recorded, processed,
summarized  and reported, within the time period specified in the Securities and
Exchange  Commission's  rules  and  forms.  Disclosure  controls  and procedures
include,  without  limitation,  controls  and procedures designed to ensure that
information  required  to be disclosed in our reports filed under the Securities
Exchange  Act  of  1934 is accumulated and communicated to management, including
our  president and secretary as appropriate, to allow timely decisions regarding
required  disclosure.

PART  II.     OTHER  INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

The Company is not a party to any material legal proceedings and to its
knowledge, no such proceedings are threatened or contemplated.

ITEM  2.     UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS

USE  OF  PROCEEDS  FROM  REGISTERED  SECURITIES

On  November  1,  2005, the Securities and Exchange Commission declared our Form
SB-2  Registration  Statement  (Commission  File No. 333-111652) effective.  Our
offering  commenced  on  November 1, 2005, and terminated on March 31, 2006.  We
sold  2,500,000  shares  through the offering at a price of $0.10 per share, for
gross  proceeds  of  $250,000.

The following table sets out the calculation of the use of net proceeds from our
public  offering:

---------------------------------------------------------
                                               AMOUNT ($)
---------------------------------------------------------
Gross offering proceeds as of March 31, 2006      250,000

Offering expenses (1)                               6,989
---------------------------------------------------------

Net offering proceeds                             243,011

     Debt repayment                                21,821
     Portal development (2)                        72,019
     Professional fees (3)                         17,086
     Technical staff                               40,800
     Working capital                                6,620
---------------------------------------------------------

Net offering proceeds as of August 31, 2008        84,665
=========================================================

(1)  Offering  expenses  of  $6,989  were significantly less than the forecasted
amount  of  $20,000  due  to  offering expenses being financed by loans from our
directors  before effectiveness of our registration statement. Unallocated funds
of  $13,011  were  used  to  pay  for  professional  fees  and  office expenses.

(2)  Portal development includes $2,019 for website maintenance.

(3)  We have allocated a surplus of $8,523 from unused offering expenses to pay
for unbudgeted professional fees.

DIVIDEND  POLICY

Our  Board  of  Directors may declare and pay dividends on outstanding shares of
common  stock  out  of funds legally available there for in our sole discretion;
however,  to  date  no  dividends  have  been paid on common stock and we do not
anticipate  the  payment  of  dividends  in  the  foreseeable  future.


ITEM 6.     EXHIBITS

(A)  EXHIBIT     DESCRIPTION

        31.1     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        32.1     Officers' Certification

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         PORTALTOCHINA.COM, INC.



Date: January 8, 2009                    /s/ Caroline Rechia
                                         Caroline Rechia
                                         President, Chief Executive Officer,
                                         Chief Financial Officer and
                                         Principal Accounting Officer