8-K 1 auditor8k.txt CHANGE IN CERTIFYING ACCOUNTANT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): July 6, 2004 Portage Partners, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-322811 76-0616473 (State or other (Commission (I.R.S. Employer Jurisdiction File Number) Identification No.) of incorporation) 2400 Loop 35, #1502, Alvin, Texas 77511 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (281) 331-5800 ITEM 4. Changes in Registrant's Certifying Accountant (a) On July 1, 2004 the Company advised Parker and Co. that it would not be appointed as the Company's auditors for the year ended June 30, 2004. (b) During either of the past two fiscal years, and any subsequent interim period, Parker and Co. reports on the Company's financial statements have not contained adverse opinions or disclaimers of opinion. During either of the past two fiscal years, and any subsequent interim period, there have Page 1 not been any disagreements between Parker and Co. and the Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure or any reportable events between Parker and Co. and the Company. (c) The Company has requested Parker and Co. to furnish it with a letter addresses to the Securities and Exchange Commission stating whether or not it agrees with the statements made by the Company in response to Item 4 and, if not, stating the respects in which it does not agree. The Company delivered a copy of this 8-K report to Parker and Co. on July 1, 2004. (d) On July 1, 2004 the Board of Directors of the Company appointed Beckstead and Watts LLC as independent auditors of the Company for the fiscal years ended June 30, 2002; June 30, 2003 and June 20, 2004. Prior to the engagement of Beckstead and Watts LLC, neither the Company nor anyone on its behalf consulted with such firm regarding the application of accounting principles to a specified transaction whether completed or uncompleted, or type of audit opinion that might be rendered on the Company' ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS (c) Exhibits 16.1 Letter on Change in Certifying Accountant SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PORTAGE PARTNERS, LTD. July 6, 2004 By: /s/ J. P. Beehner (Date) Name: J. P.Beehner Title: President Page 2 EXHIBIT 16.1 JANET LOSS, C.P.A., P.C. CERTIFIED PUBLIC ACCOUNTANT 1780 SOUTH BELLAIRE STREET SUITE 500 DENVER, CO 80210 (303) 782 0878(303) 782 0899 FAX November 15, 2003 Portage Partners Ltd. 5577 CR 203 Liverpool, TX 77577 Dear Sirs: RE: RESIGNATION OF AUDITOR Because of the advent of the Sarbanes Oxley Act and the increased registration requirements and exposure to the potential liability, we have decided that our firm would not seek registration with the Public Company Oversight Accounting Board and as a result, we find ourselves unable to continue as your Independent Public Accountant. In accordance with Regulation S-K 304, we resign as auditor of The Madonna Corporation effective immediately. We confirm that we have issued a standard auditor's report for the past two years with not qualifications or modifications. We also confirm that there has been no disagreements with management on any accounting issues or that a change was recommended by the Board of Directors or the Audit Committee. Please contact us if you have any questions or concerns. Yours truly, /s/ Janet Loss, C.P.A., P.C. Janet Loss, CPA