form10qa.htm

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, 2011
   
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________

000-52791
Commission File Number
 
PORTAGE RESOURCES INC.
(Exact name of registrant as specified in its charter)
   
Nevada
75-3244927
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
Av. Benavides 441 Apto 101B Miraflores, Lima 18, Peru
N/A
(Address of principal executive offices)
(Zip Code)
 
011-511-733-5100
(Registrant’s  telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed since last report)

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.

 
Yes [X]  No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 
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
[  ]
Smaller reporting company
[X]
(Do not check if a smaller reporting company)
      
 
 

 
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 
Yes [  ] No [ X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 
Yes [  ]  No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

4,457,000,000 shares of common stock issued and outstanding as of October 24, 2011
(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)


 
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EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q of Portage Resources Inc. for the quarterly period ended August 31, 2011, filed with the Securities and Exchange Commission on October 24, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (Extensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 
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ITEM 6.  EXHIBITS

NO.
IDENTIFICATION OF EXHIBIT
3.1
Articles of Incorporation
Incorporated by reference to our Registration Statement on Form SB-2 filed on July 16, 2007.
3.1(i)
Certificate of Amendment to Articles of Incorporation as filed with the Nevada Secretary of State on May 1, 2008
Filed herewith
3.1(ii)
Certificate of Change to Articles of Incorporation as filed with the Nevada Secretary of State on February 24, 2011
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on March 30, 2011
3.2
Bylaws
Incorporated by reference from our Registration Statement on Form SB-2 filed on January 11, 2007.
10.1
Assignment Agreement between Airon Peru S.A.C. and Portage Resources Peru S.A. dated June 25, 2011
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 8, 2011.
10.2
Translated Joint Venture Agreement underlying the Assignment Agreement between Portage Resources Peru S.A. and Airon Peru S.A.C. dated June 25, 2011.
Incorporated by reference to our Form 10-K filed with the Securities and Exchange Commission on September 13, 2011.
10.3
Sales and Purchase Agreement Linderos #4 between Nilam Resources Inc. and Portage Minerals Peru S.A. dated June 27, 2011.
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 8, 2011.
10.4
Sales and Purchase Agreement Linderos #5 between Nilam Resources Inc. and Portage Minerals Peru S.A. dated July 4, 2011.
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 8, 2011.
10.5
Acquisition Agreement between Portage Resources Peru S.A. and Claver Albert Huerta Morales for certain mineral concessions known as Cordillera Negra.
Incorporated by reference to our Form 10-K filed with the Securities and Exchange Commission on September 13, 2011.
10.6
Sales and Purchase Agreement between Portage Minerals Peru S.A. and Nilam Resources Inc. dated September 26, 2011 for the Rocas #1 mineral concessions.
Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on October 24, 2011.
10.7
Sales and Purchase Agreement between Portage Minerals Peru S.A. and Nilam Resources Inc. dated September 26, 2011 for the Rocas #1 mineral concessions.
Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on October 24, 2011.


 
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10.8
Draw-Down Equity Line of Credit between the Company and Groupo Industrial Canamex dated October 12, 2011
Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on October 24, 2011.
31.1
Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
Filed herewith
101.DEF
XBRL Taxonomy Extension Definition Linkbase
Filed herewith
101.INS
XBRL Instance Document
Filed herewith
101.LAB
XBRL Taxonomy Extension Label Linkbase
Filed herewith
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
Filed herewith
101.SCH
XBRL Taxonomy Extension  Schema
Filed herewith


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
PORTAGE RESOURCES INC.
 
     (Registrant)
   
 
  /s/ Paul Luna Belfiore
Date:  October  26 , 2011
PAUL LUNA BELFIORE 
 
Chief Executive Officer, Chief Financial Officer,  President, Secretary, Treasurer and Director

 
 
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