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

                             FORM 10 K SB/A

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

              For the fiscal year ended June 30, 2001

                       Commission File No. 0-32281

                          PORTAGE PARTNERS LTD.

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

                      2400 LOOP 35 #1502, ALVIN, TX           77511
                 (Address of principal executive office)  (Zip code)

             Issuer's telephone number:      (281) 331-5580

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

This Form 10K SB consists of 19 pages.
                            TABLE OF CONTENTS

                        FORM 10K SB ANNUAL REPORT

                          PORTAGE PARTNERS LTD.

Page
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.

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 has agreed to suspend all financial
requirements that are due or will be due in the future until the dispute
with NW is resolved.  They have also agreed to grant an alternative
license to Oyster Creek Group for the distribution of vitamin and herbal
supplements for the states of Arkansas and Tennessee.  This license will
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

ITEM 2.  DESCRIPTION OF PROPERTY

An officer of the Registrant provides office facilities at 2400 Loop 35
#1502Alvin Texas 77511.  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 30,2001.






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 $4,575 from its inside capitalization funds and a $1,200 loan
from a related party.  Consequently, the Company's balance sheet for the
period of August 18, 1999 (inception) through June 30, 2001 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.  The
Company cannot predict to what extent its liquidity and capital resources
will be diminished prior to the consummation of a business combination or
whether its capital will be further depleted by the operating losses (if
any) of the business entity which the Company may eventually acquire.

Results of Operations

During the period from August 18, 1999 (inception) through June 30, 2001
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
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 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, 2001 and for the
period March 13, 1999 (Inception)through  June 30, 2001  follow.

                          PORTAGE PARTNERS LTD.

                    (A DEVELOPMENT STAGE ENTERPRISE)






                              AUDIT REPORT

                              JUNE 30, 2001
                        Janet Loss, C.P.A., P.C.
                       Certified Public Accountant
                   1780 S. Bellaire Street, Suite 500
                         Denver, Colorado 80222


                          PORTAGE PARTNERS LTD.
                    (A DEVELOPMENT STAGE ENTERPRISE)

       INDEX TO FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS


                            TABLE OF CONTENTS


ITEM

Report of Certified Public Accountant.....................

Balance Sheets, June 30, 2001 and 2000 ...................

Statement of Operations, for the year ended June 30, 2001
And the period August 18, 1999 (Inception)
Through June 30, 2000.....................................

Statement of Stockholders' Equity
(Deficit), August 18, 1999 (Inception)
Through June 30, 2001.....................................

Statement of Cash Flows for the year ended June 30, 2001
And the period From August 18, 1999 (Inception) to June
30, 2000 Through December 31, 2000 .......................
Notes to Financial Statements.............................

                        Janet Loss, C.P.A., P.C.
                       Certified Public Accountant
                   1780 S. Bellaire Street, Suite 500
                         Denver, Colorado 80210
                             (303) 782-0878

                       INDEPENDENT AUDITORS REPORT

Board of Directors
PORTAGE PARTNERS LTD.
2400 Loop 35, #1502
Alvin, Texas 77511

Sirs:

I have audited the accompanying Balance Sheet of Portage Partners Ltd..
(A Development Stage Enterprise) as of June 30, 2001 and the Statements
of Operations, Stockholders' Equity, and Cash Flows for the period August
18, 1999 (Inception) through June 30, 2001.  These financial statements
are the responsibility of the Company's management.  My responsibility is
to express an opinion on these financial statements based on my audits.

My examination was made in accordance with generally accepted auditing
standards.  Those standards require that I plan and perform the audits to
obtain reasonable assurance as to 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.  I believe that my audit
provides a reasonable basis for our opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Portage Partners Ltd.
as of June 30, 2001, and the results of its operations and changes in its
cash flows for the period from August 18, 1999 (Inception) through June
30, 2001 in conformity with generally accepted accounting principles.


/S/ Janet Loss, C.P.A.
Janet Loss, C.P.A., P.C.

August 13, 2001
                          PORTAGE PARTNERS LTD.
                    (A DEVELOPMENT STATE ENTERPRISE)

              BALANCE SHEETAS AT JUNE 30, 2001 AND FOR THE
          PERIOD AUGUST 18, 1999 (INCEPTION) TO JUNE 30, 2000.

                                 ASSETS

                                           JUNE 30, 2001     JUNE 30,2000

CURRENT ASSETS                              $  0               $    0

TOTAL CURRENT ASSETS                           0                    0

OTHER ASSETS
          LICENSE RIGHTS                       0                    0

TOTAL OTHER ASSETS                             0                    0

TOTAL ASSETS                                   0                    0

                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     DUE TO RELATED PARTY
                                             1,200               1,200

TOTAL CURRENT LIABILITIES                    1,200               1,200

STOCKHOLDERS' EQUITY
     COMMON STOCK $0.001 PAR VALUE
     25,000,000 AUTHORIZED, 4,500,000 ISSUED
     AND OUTSTANDING                         4,500               4,500
     ADDITIONAL PAID-IN CAPITAL                 75                  75
     DEEMED DIVIDEND RE: PURCHASE OF
     LICENSE RIGHTS                       (  2,000)           (  2,000)
     DEFICIT ACCUMULATED DURING
     THE DEVELOPMENT STAGE               (   3,375)          (   3,775)

TOTAL STOCKHOLDERS' EQUITY               (   1,200)        (     1,200)

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                             0                   0

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS
                          PORTAGE PARTNERS LTD.
                    (A DEVELOPMENT STAGE ENTERPRISE)

        STATEMENT OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2001
             AND FOR THE PERIOD AUGUST 19, 1999 (INCEPTION)
                        THROUGH DECEMBER 31, 2000


                                      JUNE 30, 2001        JUNE 30, 2000

REVENUES                             $            0           $    0

              OPERATING EXPENSES
LEGAL AND PROFESSIONAL FEES                   3,365                3,365
OFFICE EXPENSES                                 410                  410

TOTAL OPERATING EXPENSES                      3,775                3,775

NET LOSS FOR THE PERIOD                 ($    3,775)         ($    3,775)

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING                     4,500,000            4,500,000

NET LOSS PER SHARE                        ($   0.00)         ($      0.00)





THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS
                          PORTAGE PARTNERS  LTD.
                    (A DEVELOPMENT STAGE ENTERPRISE)

                    STATEMENT OF STOCKHOLDER'S EQUITY
               FOR THE PERIOD AUGUST 19, 1999 (INCEPTION)
                          THROUGH JUNE 30, 2001


<TABLE>
<CAPTION>


                    COMMON STOCKS                 DEFICIT
                                      ADDITIONAL ACCUMULATED
                NUMBER OF  AMOUNT OF  PAID-IN    DURING THE    TOTAL
                SHARES     SHARES     CAPITAL    DEVELOPMENT   STOCKHOLDERS
                                                 STAGE         EQUITY
<S>             <C>        <C>        <C>        <C>           <C>
COMMON STOCK
ISSUED
FOR CASH,
AUGUST 20,      2500000    2500       75         0             2575
1999



COMMON STOCK
ISSUED FOR
LICENSE
RIGHTS, AUGUST  2000000    2000       0          0             2000
20, 1999



DEEMED
DIVIDEND
RE: LICENSE     0          0          0          (2000)        (2000)
RIGHTS



NET LOSS FOR
THE PERIOD
                0          0          0          (3775)        (3775)

_______________________________________________________________
BALANCES
JUNE 30, 2001   4500000    4500       75         (5,775)       (1200)

</TABLE>




THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS
                         PORTAGE PARTNERS  LTD.
                    (A DEVELOPMENT STAGE ENTERPRISE)

         STATEMENT OF CASH FLOWS FOR THE YEAR ENDED JUNE 30,2001
              ANDFOR THE PERIOD AUGUST 19, 1999 (INCEPTION)
                          THROUGH JUNE 30, 2000



CASH FLOWS FROM (TO) OPERATIONS             JUNE 30, 2001  JUNE 30,2000
     NET LOSS FOR THE PERIOD                  $      0     $   (3,775)
     NET INCREASE IN ACCOUNTS PAYABLE                0          1,200

TOTAL CASH FLOWS FROM (TO) OPERATIONS                0         (2,575)

CASH FLOWS FROM (TO) INVESTMENT ACTIVITIES
   PURCHASE OF LICENSE RIGHTS                        0              0

CASH FLOWS FROM (TO) FINANCING ACTIVITIES
     ISSUANCE OF COMMON STOCK                        0          4,575
     DEEMED DIVIDEND RE: PURCHASE
     OF LICENSE RIGHTS                               0         (2,000)

TOTAL CASH FLOWS FROM (TO)
FINANCING ACTIVITIES                                 0          2,575

NET INCREASE (DECREASE IN CASH FOR THE PERIOD        0              0

CASH BEGINNING OF THE PERIOD                         0              0

CASH END OF THE PERIOD                               0              0







THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS

                         PORTAGE PARTNERS  LTD.
                    (A DEVELOPMENT STAGE ENTERPRISE)

                      NOTES TO FINANCIAL STATEMENTS


                              JUNE 30, 2001

NOTE I - ORGANIZATION AND HISTORY NOTE I - ORGANIZATION AND HISTORY

The  Company  is  a Nevada Corporation and the Company has  been  in  the
development stage since its formation on August 18, 1999.

The  Company's  only  activities have been  organizational,  directed  at
acquiring   its  principle  assets,  raising  its  initial  capital   and
developing its business plan.

NOTE II - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNOTE II B SUMMARY
OF
SIGNIFICANT ACCOUNTING POLICIES


DEVELOPMENT STAGE ACTIVITIES
The Company has been in the development stage since inception.

ACCOUNTING METHOD

The Company records income and expenses on the accrual method.

CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand,
cash  on deposit, and highly liquid investments with maturities generally
of  three  months  or  less.   At  June 30,  2001,  there  were  no  cash
equivalents.


YEAR END
The Company has elected to have a fiscal year ended June 30th.


USE OF ESTIMATES
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities at
the date of financial statements, as well as revenues and expenses
reported for the periods presented.  The Company regularly assesses these
estimates and, while actual results may differ management believes that
the estimates are reasonable.

NOTE III - RELATED PARTY TRANSACTIONS
Dorothy Mortenson is the wife of David R. Mortenson. David R. Mortenson
is a principal in both David R. Mortenson and Associates and
VitaMineralHerb.com.  The Company has entered into an agreement made
effective August 21, 1999 with David R. Mortenson & Associates (Grantor)
to receive the rights to distribute the water treatment products
developed by NW Technologies, Inc. for the State of Maryland and the
District of Columbia.  Minimum purchase requirements were $125,000 the
first year and $175,000 the second year.

On August 23, 1999 the Company filed a Form D pursuant to section 3(b) of
the Securities Act of 1933 and Rule 504 promulgated thereunder with the
Securities and Exchange Commission registering the issuance of 200,000
shares of common stock to each of the ten general partners of David R.
Mortenson and Associates, a Texas general Partnership.  The shares were
issued at a price of $0.001 per share being the par value per share for a
total of $2,000 in exchange for the water remediation license. The water
remediation license is recorded a cost of $0, being the original cost of
the license to David R. Mortenson and Associates.  The difference between
the issue price of the shares and the cost of the license is recorded as
a deemed dividend.

NOTE IV - SUBSEQUENT  EVENTS

In December, 1999 N.W. Technologies, Inc. unilaterally cancelled its
contract with David Mortenson & Associates.  Early in the year 2000 David
Mortenson & Associates laid suit against N.W. Technologies, Inc. in
Harris County Court, Texas.

In the opinion of management, the Company has no direct or indirect
interest in the Texas lawsuit

In a letter dated January 5, 2000 David Mortenson & Associates suspended
all present and future payments under the License Agreement until their
dispute with N.W. Technologies is resolved.


Due to the dispute regarding the water remediation license, David R.
Mortenson and Associates gave an additional license to the Company on
February 14, 2000.  The license is to distribute vitamins, minerals,
herbs and other health products and supplements via the Internet.  The
license calls for a 10% add-on for all products purchased and an annual
$500 website maintenance fee.  The effective date of the License
Agreement was February 14, 2000.  The license is for an initial three
years from the effective date and is automatically renewable unless
either party to the license agreement gives ninety days written notice of
non-renewal prior to expiration date.  No amounts have been recorded in
these financial statements regarding the granting of the license.
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)

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, 2001, 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 September 30,
2000 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 237
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

     *  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


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: August 30, 2001                                J.P. Beehner,
                                               Director and President