U.S. Securities and Exchange Commission
                          Washington, DC 20549

                             FORM 10 K SB

[ X ] ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
                               ACT OF 1934

              For the fiscal year ended June 30, 2004

                       Commission File No. 0-32281

                          PORTAGE PARTNERS LTD.

Nevada                                            76-0616473
(State or other jurisdiction of                (IRS Employer
incorporation or organization)          Identification Number)

        #400 - 601 W. Broadway, Vancouver, BC, Canada      V5Z 4C2
          (Address of principal executive office)         (Zip code)

             Issuer's telephone number:      (604) 675-6930

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

Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registration was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.  Yes X   No____

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10K SB or any amendment to this Form 10K SB. [ X ]

State issuer's revenues for its most current fiscal year.     $-0-

State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a specific
date within the past 60 days.  N/A

Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after
distribution of securities under a plan confirmed by a court.
Yes______    No______ Not applicable.

The number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 4,500,000 SHARES COMMON STOCK

Page 1

                            TABLE OF CONTENTS

                        FORM 10K SB ANNUAL REPORT

                          PORTAGE PARTNERS LTD.


PART I

Item   1  Description of Business ...................................1

Item   2  Description of Property....................................4
Item   3  Legal Proceedings..........................................4
Item   4  Submission of Matters to a Vote of Security Shareholders...5

PART II

Item   5  Market for the Registrant's Common Equity and
          related Stockholder Matters................................6
Item   6  Management's Discussion and Analysis of
          Financial Condition and Results of Operations..............6
Item   7  Financial Statements.......................................7
Item   8  Changes in and Disagreements on Accounting
          and Financial Disclosure..................................16

PART III

Item   9  Directors, Executive Officers, Promoters and Control
          persons, Compliance with Section 16(a) of the Exchange Act..16
Item 10   Executive Compensation......................................17
Item 11   Security Ownership of Certain Beneficial Owners
          and Management..............................................17
Item 12   Certain Relationships and Related Transactions..............18
Item 13   Exhibits and Reports on Form 8-K............................18

Signatures........................................................... 19

PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

General Description of Registrant

The  Company  was incorporated under the laws of the State of  Nevada  on
August  18,  1999,  and  is  in the early developmental  and  promotional
stages.  To date, the Company's only activities have been organizational,
directed  at  acquiring its principal asset, raising its initial  capital
and  developing  its  business  plan.   The  Company  has  not  commenced
commercial operations.  The Company has no full time employees  and  owns
no real estate.



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On August 20, 1999 Portage Partners received from David R. Mortenson &
Associates, a Texas General Partnership, the rights to distribute and
produce, in the state of Michigan, an oxygen enriched water product for
fish farming, aquaculture, mariculture, poultry raising, and for treating
animal waste from dairies, feedlots of all kinds, and for other similar
uses.  These production and distribution rights were received from
Mortenson in exchange for 2,000,000 shares of common stock.  Mortenson
acquired these rights from the inventors of the product, N. W.
Technologies, Inc. under a distribution agreement.  Several months later
the contract granting David R. Mortenson & Associates rights to the
technology was withdrawn.  Mortenson sued N.W. Technologies Inc. in
Harris County Court, Houston Texas.

To compensate for the possibility that we could lose our principal asset
and the obvious delay that this dispute and court action has caused,
David R. Mortenson & Associates agreed to suspend all financial
requirements that were due or would be due in the future until the dispute
with NW was resolved.  They also agreed to grant an alternative
license to Portage Partners, Ltd. for the distribution of vitamin and herbal
supplements for the states of Arkansas and Tennessee.  This license would
enable us to create a business plan and start the process of getting into
business.

The License.
Portage has a three-year license to market and sell vitamins, minerals,
nutritional supplements, and other health and fitness products to medical
professionals, alternative health professionals, martial arts studios and
instructors, sports and fitness trainers, other health and fitness
professionals, school and other fund raising programs and other similar
types of customers.   All of these individuals and organizations will
order their products via the Internet for sale to their clients. The
license will be automatically renewed unless Portage Partners or
VitaMineralHerb.com gives the other notice of its intent not to renew.

As a licensee of VitaMineralHerb.com, Portage Partners eliminates the
need to develop products, store inventory, build and maintain a website,
establish banking liaisons, and develop a fulfillment system, thereby
enabling us to focus strictly on marketing and sales. Portage Partners
plans to target health and fitness professionals in Tennessee and
Arkansas who wish to offer health and fitness products to their
customers.

Portage Partners (and its customers) will have access to all products
offered on the VitaMineralHerb.com website, as well as the ability to
order custom-formulated and custom-labeled products.  VitaMineralHerb.com
sets the price for products based on the manufacturer's price, plus a
markup which provides a 10% commission to VitaMineralHerb.com and a
profit for Portage Partners.





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ITEM 2.  DESCRIPTION OF PROPERTY

The Registrant occupies office facilities at #400 - 601 W. Broadway,
Vancouver, BC, Canada, V5Z 4C2. There is no charge for the use of these
facilities. The Company maintains no other office and owns no real estate.

ITEM3.  LEGAL PROCEEDINGS

There are no legal proceedings in which the Company is involved.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no matters submitted to a vote of the security holders
during the fourth quarter of the fiscal year ended June 30,2004.



PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no public trading market for the Company's securities.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

Liquidity and Capital Resources.

The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholders' equity other than the receipt of net cash proceeds in the
amount of $4,500 from its inside capitalization funds and a $1,627 loan
from a related party.  Consequently, the Company's balance sheet for the
period of August 18, 1999 (inception) through June 30, 2004 reflects
current assets of  $ 0.00 in the form of cash, and total assets of $ 0.00.

The Company will carry out its plan of business as discussed above

Results of Operations

During the period from August 18, 1999 (inception) through June 30, 2004
the Company has engaged in no significant operations other than
organizational activities, acquisition of it principal assets and
preparation for registration of its securities under the Securities
Exchange Act of 1934, as amended.  No revenues were received by the
Company during this period.

For the current fiscal year, the Company anticipates incurring a
loss as a result of organizational expenses, expenses associated with
registration under the Securities Exchange Act of 1934, and expenses
associated with setting up a company structure to begin implementing the

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Company's business plan.  The Company anticipates that until these
procedures are completed, it will not generate revenues other than
interest income, and may continue to operate at a loss thereafter,
depending upon the performance of the business.

Need for Additional Financing.
The Company believes that its existing capital will not be sufficient to meet
the Company's cash needs, including the costs of compliance with the
continuing reporting requirements of the Securities Exchange Act of 1934,
as amended, for a period of approximately one-year.  Accordingly, in the
event the Company is able to initiate its business plan during this
period, it anticipates that its existing capital will not be sufficient
to allow it to accomplish the goal of completing its business plan.  As a
result, there is no assurance that the available funds will ultimately
prove to be adequate.  It is certain that the Company's needs for
additional financing is likely to increase substantially.

No commitments to provide additional funds have been made by management
or other stockholders.  Accordingly, there can be no assurance that any
additional funds will be available to the Company to allow it to cover
its expenses.  Irrespective of whether the Company's cash assets prove to
be inadequate to meet the Company's operational needs, the Company might
seek to compensate providers of services by issuances of stock in lieu of
cash.

ITEM 7.  FINANCIAL STATEMENTS

Audited financial statements for the year ended June 30, 2004 and for the
period August 18, 1999 (Inception) through  June 30, 2003  follow.

INSERT FINANCIALS HERE

ITEM 8.  CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES

There   have  been  no  changes  or  disagreements  with  the   Company's
independent outside auditor.

Part III

ITEM  9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The Directors and Executive Officers of the registrant are as follows:

       Name                      Age             Position
Period of Service

J.P. Beehner                     52              President and director
                                                 since August18,
                                                 1999  (Inception)


Page 5

Dorothy P. Mortenson             50              Secretary and
                                                 Director since
                                                 August 18, 1999 (inception).


The above directors will serve until the next annual meeting
of  the shareholders and until their successors have been elected
and  have qualified.  There is no family relationship between any
executive officer and director of the Company.

ITEM 10.  EXECUTIVE COMPENSATION

During the year ended June 30, 2004, the officers of the
Company received no salary or benefits.  At the present time none
of  the  officers or directors receives any salaried compensation
for  their  services. The Company has no formal  policy  or  plan
regarding payment of salaries, but should it pay them,  it  would
be  in conformance with general business considerations as to the
payment  of  same, such as the desire to compensate officers  and
employees for time spent on behalf of the Company.
No retirement, pension, profit sharing, stock option or
insurance programs or similar programs have been adopted  by  the
Registrant for the benefit of its employees.

No executive officer or director of the Company holds any
option to purchase any of the Company's securities.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT


  (a) Security ownership of certain beneficial owners

The following table sets forth information, as of June 30,
2004 of persons known to the Company as being the beneficial
owner of over 5% of the Company's Common Stock.

                              Number of         Percent of
 Name and Address             Shares            Owned Class Owned

 J.P. Beehner                  1,250,000           27.78
 PO Box 2370
 Alvin, TX 77512-2370

 Dorothy  Mortenson
 PO Box 5034
 Alvin, TX 77512-5034          1,250,000           27.78

 David R. Mortenson*             200,000           04.45

All directors and executive
Officers as a group (2 persons) 2,700,000          60.01

Page 6

     *  Mr. Mortenson is the husband of Dorothy A. Mortenson.   Mr.
Mortenson Holds 200,000 shares of Common Stock representing 4.45%
of the total shares issued and outstanding.  His holdings should
be considered to be beneficially owned by his wife.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          None

ITEM 13.  EXHIBITS AND REPORTS FOR FORM 8-K

          There are no Exhibits or Reports on Form 8-K

                CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER
I, J.P. Beehner, principal executive officer of Portage Partners Ltd., a
Nevada corporation (the "Registrant"), certify that:

1.  I have reviewed this annual report on Form 10-KSB (Report) for the year

    ended June 30, 2004, of the Registrant (the "Report").


2.  Based on my knowledge, the 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 the

    Report.


3.  Based on my knowledge, the financial statements, and other financial

    information included in the 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 the Report.



4.  The Registrant's other certifying officers 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)) for the Registrant

    and we have:




Page 7

    a)  designed such disclosure controls and procedures 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 the Report is being
        prepared.



    b)  evaluated the effectiveness of the Registrant's disclosure controls
        and procedures as of a date within 90 days prior to the filing date of
        the Report (the "Evaluation Date"); and



    c)  presented in the Report our conclusions about the effectiveness of the
        disclosure controls and procedures based on our evaluation as of the
        Evaluation Date;



5.  The Registrant's other certifying officers and I have disclosed, based on

    our most recent evaluation, to the Registrant's auditors and the Audit

    Committee of the Registrant's Board of Directors:




    a)  all significant deficiencies in the design or operation of internal
        controls 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.


Dated:    September 8, 2004




       /s/ J.P. Beehner

Name:  J.P. Beehner


Title:   Principal Executive Officer

Page 8



                CERTIFICATION BY PRINCIPAL FINANCIAL OFFICER
I, Dorothy Mortenson, principal financial officer of Portage Partners Ltd.,
a Nevada corporation (the "Registrant"), certify that:


1.  I have reviewed this annual report on Form 10-KSB (Report) for the year

    ended June 30, 2004, of the Registrant (the "Report").




2.  Based on my knowledge, the 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 the

    Report.




3.  Based on my knowledge, the financial statements, and other financial

    information included in the 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 the Report.




4.  The Registrant's other certifying officers 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)) for the Registrant

    and we have:


    a)  designed such disclosure controls and procedures 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 the Report is being
        prepared.

Page 9


    b)  evaluated the effectiveness of the Registrant's disclosure controls
        and procedures as of a date within 90 days prior to the filing date of
        the Report (the "Evaluation Date"); and



    c)  presented in the Report our conclusions about the effectiveness of the
        disclosure controls and procedures based on our evaluation as of the
        Evaluation Date;



5.  The Registrant's other certifying officers and I have disclosed, based on

    our most recent evaluation, to the Registrant's auditors and the Audit

    Committee of the Registrant's Board of Directors:




    a)  all significant deficiencies in the design or operation of internal
        controls 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.


Dated:      September 8, 2004




       /s/ Dorothy Mortenson

Name:  Dorothy Mortenson


Title:       Principal Financial Officer








Page 10

                          CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350
                            AS ADOPTED PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Annual Report of Portage Partners Ltd.
(the "Company") on Form 10-KSB for the year ended June 30, 2004, as filed
with the Securities and Exchange commission on the date hereof (the
"Report"), I, J.P. Beehner, Principal Executive Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:


    (1) The Report fully complies with the requirements of Section 13(a) or
        15(d) of the Securities Exchange Act of 1934, as amended; and


    (2) The information contained in the Report fully presents, in all
        material respects, the financial condition and results of operations
        of the Company.

September 8, 2004


By: /s/ J.P. Beehner
    J.P. Beehner


                          CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350
                            AS ADOPTED PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Annual Report of Portage Partners Ltd.
(the "Company") on Form 10-KSB for the year ended June 30, 2004, as filed
with the Securities and Exchange commission on the date hereof (the
"Report"), I, Dorothy Mortenson, Principal Accounting Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge,
that:


    (1) The Report fully complies with the requirements of Section 13(a) or
        15(d) of the Securities Exchange Act of 1934, as amended; and


    (2) The information contained in the Report fully presents, in all
        material respects, the financial condition and results of operations
        of the Company.

September 8, 2004

By: /s/ Dorothy Mortenson
    Dorothy Mortenson

Page 11


SIGNATURES

In Accordance with Section 13 or 15(d) of the Securities
Exchange Act, the Registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

PORTAGE PARTNERS LTD.

                                        By:    /S/J.P. Beehner
Date: September 8, 2004                               J.P. Beehner,
                                                  Director and President

Page 12