BECKSTEAD AND WATTS, LLP
CERTIFIED PUBLIC ACCOUNTANTS
                                                3340 Wynn Road, Ste. B
                                                   Las Vegas, NV 89102
                                                          702.257.1984
                                                    702.362.0540 (fax)


       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have audited the accompanying balance sheet of Portage Partners,
Ltd. (the "Company") (A Development Stage Company), as of June
30,2002, and the related statement of operations, stockholders'
equity, and cash flows from August 18, 1999 (Inception) to June
30,2002.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audit.

We conducted our audit in accordance with the standards of Public
Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Portage
Partners, Ltd. (A Development Stage Company) as of June 30,2002, and
the results of its operations and cash flows for the period ended
June 30,2002 and for the period August 18, 1999 (Inception) to June
30,2002, in conformity with U.S. generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  As discussed in Note
3 to the financial statements, the Company has had limited
operations and has not commenced planned principal operations.  This
raises substantial doubt about its ability to continue as a going
concern.  Management's plan in regard to these matters are also
described in Note 3.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


Beckstead and Watts, LLP
Las Vegas, NV
July 30, 2004


Page 1

                        PORTAGE PARTNERS, LTD.
                    (A DEVELOPMENT STAGE COMPANY)

                            BALANCE SHEET
                                as of
                             June 30,2002

                                 and

                       Statement of Operations,
                 Changes in Stockholders' Equity, and
                              Cash Flows
                         For the period ended
                            June 30,2002
                                 and
                            for the Period
                     August 18, 1999 (Inception)
                               through
                             June 30,2002





                          TABLE OF CONTENTS





                                                PAGE

Independent Auditors Report                                          1

Balance Sheet                                                              2

Statement of Operations                                                3

Statement of Changes in Stockholders' Equity                 4

Statement of Cash Flows                                               5

Footnotes                                                                     6

Page 2