10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-Q/A  

Amendment No. 1

(Mark One)
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2012
OR
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from___________ to ____________
COMMISSION FILE NO. 000-52791
PORTAGE RESOURCES INC.
(Exact name of Registrant as specified in its charter)
Nevada	75-3244927
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)
Av. Benavides 441 Apto 101B, Miraflores, Lima 18, Peru	__________
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: 011-511-733-5100

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 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 o

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 (S.232.405 of this chapter) during the preceding 12 months (or for such shorter time period that the registrant was required to submit and post such files). Yes x        No o

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 o	Accelerated file o
Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o       No x

Registrant had 456,759,900 shares of common stock issued and outstanding as of August 31, 2012.

EXPLANATORY NOTE - AMENDMENT

The sole purpose of this Amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended August 31, 2012 (the “10-Q”), is to furnish the Interactive Data File exhibits pursuant to Rule 405 of Regulation S-T.

No other changes have been made to the 10-Q, and this Amendment has not been updated to reflect events occurring subsequent to the filing of the 10-Q.

ITEM 6. EXHIBITS

     The following exhibits are filed as part of this report:

Exhibit No.	Title of Document
31	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document **
101.SCH	XBRL Taxonomy Extension Schema Document **
101.CAL	XBRL Taxonomy Extension Calculation Linkbase **
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document **
101.LAB	XBRL Taxonomy Extension Label Linkbase Document **
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document **

* These exhibits were previously included or incorporated by reference in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2011, filed with the Securities and Exchange Commission on October 15, 2012.

** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibits 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, and otherwise are not subject to liability under those sections.

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)

Date: November 14, 2012

BY: /s/ Paul Luna Belfiore

Paul Luna Belfiore

Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director

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COMMON STOCK (Details) (USD $)	May 31, 2012	Sep. 30, 2011	Sep. 26, 2011	Aug. 10, 2011	Jul. 27, 2011
Restricted shares cancelled and returned to treasury					230,000,000
Common stock sold for cash proceeds	315,000			195,400
Price per common share	$ 0.03			$ 0.10
Cash proceeds from sale of common stock	$ 9,450			$ 19,540
Common stock to be issued pursuant to agreement		3,500,000	7,000,000
Value per common share		$ 0.30	$ 0.20

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Comprehensive Income (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Comprehensive Income

Comprehensive Income

FASB ASC220 “ Reporting Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements.

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ADVANCES PAYABLE

3 Months Ended

Aug. 31, 2012

Notes

ADVANCES PAYABLE

3 - ADVANCES PAYABLE

During the fiscal year ended May 31, 2011, a director of the Company made advances of $12,381 to the Company for operations, and paid expenses on behalf of the Company of $3,900 ($5,200 in 2009). These advances are non-interest bearing and payable on demand. On May 30, 2011 the Director resigned from the Board of Directors of the Company, and as at May 31, 2011 the entire amount advanced by this former Director, totaling $108,364, was reclassified as advances payable.  On June 22 2011, the former director made an additional advance of $40 to the Company. As at August 31, 2012, the balance due to this former director totaled $108,404. This amount is unsecured, bears no interest and has no specific terms of repayment.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Principles of Consolidation (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Principles of Consolidation

Principles of Consolidation

These financial statements include the accounts of the Company and its two subsidiaries (Portage Resources Peru S.A. and Portage Minerals Peru Sociedad Anomina) on a consolidated basis.  All inter-company accounts have been eliminated.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Environmental Requirements (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Environmental Requirements

Environmental Requirements

At the report date environmental requirements related to the mineral claim acquired are unknown and therefore any estimate of any future cost cannot be made.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recently Adopted Accounting Pronouncements (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

i)  ASU 2011-06

In January 2010, the FASB issued guidance regarding fair value: 1) adding new requirements for disclosures about transfers into and out of Levels 1 and 2 measurements and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements, and 2) clarifying existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value.

The guidance also required that disclosures about postretirement benefit plan assets be provided by classes of assets instead of by major categories of assets.  The guidance is effective for the first reporting period beginning after December 15, 2009, except for the requirement to provide Level 3 activity, which was effective for fiscal years beginning after December 15, 2010.  The Company has adopted this guidance, which did not have any effect on its results of operations, financial position and cash flows.

ii)  ASU 2011-04

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.”  The new guidance does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within GAAP or International Financial Reporting Standards (“IFRSs”).  The new guidance also changes the working used to describe many requirements in GAAP for measuring fair value and for disclosing information about fair value measurements and it clarifies the FASB’s intent about the application of existing fair value measurements.  The new guidance applies prospectively and is effective for interim and annual periods beginning after December 15, 2011.  Adoption of the new provisions did not have a material impact on our financial condition or results of operations.

iii)  ASU 2011-05

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income (ASU 2011-05).  The objective of this amendment is to increase the prominence of other comprehensive income in the financial statements.  The amendments require entities to report components of net income and the components of other comprehensive income either in a continuous statement of comprehensive income or in two separate but consecutive statements.  Additionally, the amendments in ASU 2011-05 require an entity to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statements where the components of net income and the components of other comprehensive income are presented.  In December 2011, the FASB issued Accounting Standards Update No. 2011-12, which deferred the specific requirements related to the presentation of reclassification adjustments.  This amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.   Adoption of this ASU only affected financial statement presentation.

iv)  ASU 2011-08

In September 2011, FASB issued Accounting Standards Update No. 2011-08, Testing Goodwill for Impairment (ASU 2011-08), which amends the guidance in ASC 350-20.  The amendments in ASU 2011-08 provide entities with the option of performing a qualitative assessment before performing the first step of the two-step impairment test.  If entities determine, on the basis of qualitative factors, it is not more likely than not that the fair value of the reporting unit is less than the carrying amount, then performing the two-step impairment test would be unnecessary.  However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit.  If the carrying amount of a reporting unit exceeds its fair value, then the entity is required to perform the second step of the goodwill impairment test to measure the amount of the impairment loss, if any.  ASU 2011-08 also provides entities with the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the first step of the two-step impairment test.

ASU 2011-08 is effective for interim and annual periods beginning after December 15, 2011 but early adoption is permitted.  Adoption of the new provisions did not have a material impact on our financial condition or results of operations.

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ADVANCES PAYABLE (Details) (USD $)	Aug. 31, 2012	May 31, 2011
Advances payable	$ 108,404	$ 108,364

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Aug. 31, 2012

Notes

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Basic and Diluted Net Income (loss) Per Share

Basic net incomes (loss) per share amounts are computed based on the weighted average number of shares actually outstanding.  Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same.

Income Taxes

Income taxes are determined using assets and liability method.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.  In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not.  The Company has adopted FASB ASC 740 as of its inception.  Pursuant to FASB ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward.  Potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future periods; and accordingly is offset by a valuation allowance.  FIN No. 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken in tax returns.

To the extent interest and penalties may be assessed by taxing authorities on any underpayment of income tax, such amounts would be accrued and classified as a component of income tax in our Consolidated Statements of Operations and Comprehensive Loss.  The Company elected this accounting policy, which is a continuation of our historical policy, in connection with our adoption FIN 48.

Section 382 of the U.S. Internal Revenue Code imposes an annual limitation on the availability of NOL carry forwards to offset taxable income when an ownership change occurs.  Due to the May 30, 2011 sale of stock from Messrs. Caron and James to Mr. Belfiore, some of the NOL’s may be limited.

Foreign Currency Translations

The functional currency of the Company and its subsidiaries is the US Dollar. Accordingly, monetary assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date while non- monetary assets and liabilities denominated in a foreign currency are translated at historical rates. Revenue and expense items denominated in a foreign currency are translated at exchange rates prevailing when such items are recognized in the statement of operations.

Exchange gains or losses arising on translation of foreign currency items are included in the statement of operations.

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of a service provided.

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.

Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Fair value is estimated by applying the following hierarchy, which prioritize the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). 

The three levels of the fair value hierarchy under ASC 820 are described below: 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

The Company’s cash and cash equivalents and short-term investments are classified within Level 1of the fair value hierarchy because they are valued using quoted market prices.  The carrying amounts of accounts payable, advances payable and short-term loans approximate their fair value due to short term maturities.

Impairment of Long-lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.  The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable.  When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

Mineral Property Acquisition Costs

Mineral property acquisition costs are initially capitalized when incurred.  These costs are then assessed for impairment when factors are present to indicate the carrying costs may not be recoverable.

Although the Company has taken steps to verify title to mineral properties in which it has an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title.  Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

Exploration Costs

Exploration costs, which include maintenance, development and exploration of mineral claims, are expensed as incurred.  When it is determined that a mineral deposit can be economically developed as a result of establishing proven and probable reserves, the costs incurred after such determination will be capitalized and amortized over their useful lives.  To date, the Company has not established the commercial feasibility of its exploration prospects; therefore, all exploration costs are being expensed. 

Comprehensive Income

FASB ASC220 “ Reporting Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles.  Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could vary from the estimates that were assumed in preparing these financial statements.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

Environmental Requirements

At the report date environmental requirements related to the mineral claim acquired are unknown and therefore any estimate of any future cost cannot be made.

Principles of Consolidation

These financial statements include the accounts of the Company and its two subsidiaries (Portage Resources Peru S.A. and Portage Minerals Peru Sociedad Anomina) on a consolidated basis.  All inter-company accounts have been eliminated.

Recently Adopted Accounting Pronouncements

i)  ASU 2011-06

In January 2010, the FASB issued guidance regarding fair value: 1) adding new requirements for disclosures about transfers into and out of Levels 1 and 2 measurements and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements, and 2) clarifying existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value.

The guidance also required that disclosures about postretirement benefit plan assets be provided by classes of assets instead of by major categories of assets.  The guidance is effective for the first reporting period beginning after December 15, 2009, except for the requirement to provide Level 3 activity, which was effective for fiscal years beginning after December 15, 2010.  The Company has adopted this guidance, which did not have any effect on its results of operations, financial position and cash flows.

ii)  ASU 2011-04

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.”  The new guidance does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within GAAP or International Financial Reporting Standards (“IFRSs”).  The new guidance also changes the working used to describe many requirements in GAAP for measuring fair value and for disclosing information about fair value measurements and it clarifies the FASB’s intent about the application of existing fair value measurements.  The new guidance applies prospectively and is effective for interim and annual periods beginning after December 15, 2011.  Adoption of the new provisions did not have a material impact on our financial condition or results of operations.

iii)  ASU 2011-05

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income (ASU 2011-05).  The objective of this amendment is to increase the prominence of other comprehensive income in the financial statements.  The amendments require entities to report components of net income and the components of other comprehensive income either in a continuous statement of comprehensive income or in two separate but consecutive statements.  Additionally, the amendments in ASU 2011-05 require an entity to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statements where the components of net income and the components of other comprehensive income are presented.  In December 2011, the FASB issued Accounting Standards Update No. 2011-12, which deferred the specific requirements related to the presentation of reclassification adjustments.  This amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.   Adoption of this ASU only affected financial statement presentation.

iv)  ASU 2011-08

In September 2011, FASB issued Accounting Standards Update No. 2011-08, Testing Goodwill for Impairment (ASU 2011-08), which amends the guidance in ASC 350-20.  The amendments in ASU 2011-08 provide entities with the option of performing a qualitative assessment before performing the first step of the two-step impairment test.  If entities determine, on the basis of qualitative factors, it is not more likely than not that the fair value of the reporting unit is less than the carrying amount, then performing the two-step impairment test would be unnecessary.  However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit.  If the carrying amount of a reporting unit exceeds its fair value, then the entity is required to perform the second step of the goodwill impairment test to measure the amount of the impairment loss, if any.  ASU 2011-08 also provides entities with the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the first step of the two-step impairment test.

ASU 2011-08 is effective for interim and annual periods beginning after December 15, 2011 but early adoption is permitted.  Adoption of the new provisions did not have a material impact on our financial condition or results of operations.

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SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (Details) (USD $)	12 Months Ended
	May 31, 2012
Officer compensation for consulting services	$ 6,740

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CONSOLIDATED BALANCE SHEETS (USD $)	Aug. 31, 2012	May 31, 2012
CURRENT ASSETS
Cash	$ 546	$ 571
Total assets	546	571
CURRENT LIABILITIES
Accounts payable	126,251	107,947
Advances payable	108,404	108,404
Short-term loans	26,010	25,520
Total Current Liabilities	260,665	241,871
STOCKHOLDERS DEFICIENCY
Common stock value	456,760	445,700
Capital in excess of par value	4,567,180	2,099,250
Common Stock to be issued		2,478,990
Deficit accumulated during the pre-exploration stage	(5,284,059)	(5,265,240)
Total Stockholders Deficiency	(260,119)	(241,300)
Total Liabilities and Stockholders Deficiency	$ 546	$ 571

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STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended		73 Months Ended
	Aug. 31, 2012	Aug. 31, 2011	Aug. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (18,819)	$ (2,523,546)	$ (5,284,059)
Adjustments to reconcile net loss to net cash provided by operating activities:
Capital contributions, noncash expenses			14,100
Impairment of mineral claim acquisitions		2,470,000	4,930,000
Changes in Accounts payable	44,314	22,934	152,261
Short-term loans aquired	(25,520)
Net cash used in operations	(25)	(30,612)	(187,698)
CASH FLOWS FORM INVESTING ACTIVITIES:
Purchase mineral property claims		(10,000)	(20,000)
Net cash used in investing activities		(10,000)	(20,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from advances		40	108,404
Proceeds from issuance of common stock			99,840
Investor deposits		41,274
Cash Flows Provided By Financing Activities		41,314	208,244
Net (Decrease) In Cash	(25)	702	546
Cash at Beginning of Period	571
CASH AT END OF PERIOD	546	702	546
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES
Shares issued to acquire mineral concessions		$ 2,470,000	$ 4,930,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Impairment of Long-lived Assets (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Impairment of Long-lived Assets

Impairment of Long-lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.  The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable.  When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Exploration Costs (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Exploration Costs

Exploration Costs

Exploration costs, which include maintenance, development and exploration of mineral claims, are expensed as incurred.  When it is determined that a mineral deposit can be economically developed as a result of establishing proven and probable reserves, the costs incurred after such determination will be capitalized and amortized over their useful lives.  To date, the Company has not established the commercial feasibility of its exploration prospects; therefore, all exploration costs are being expensed. 

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ORGANIZATION AND BASIS OF PRESENTATION

3 Months Ended

Aug. 31, 2012

Notes

ORGANIZATION AND BASIS OF PRESENTATION

1 - ORGANIZATION AND BASIS OF PRESENTATION

Portage Resources Inc. (the “Company”) was incorporated under the laws of the State of Nevada on July 20, 2006 with authorized common stock of 5,000,000,000 shares at $0.001 par value.

The Company was organized for the purpose of acquiring and developing mineral properties.  The Company has not reached the exploration stage and is considered to be in the pre-exploration stage. 

On June 22, 2011, the Company incorporated two subsidiaries to undertake mineral acquisition and exploration activities in Peru known as Portage Resources Peru S.A. and Portage Minerals Peru Sociedad Anonima.  Under Peruvian regulation each Company must have one Peruvian shareholder to be validly incorporated; therefore, the Company has incorporated each entity with 99 shares held by the Company and 1 share held by a Peruvian resident.

The unaudited interim condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. The interim financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of such information. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such rules and regulations. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These interim financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2012, which was filed with the United States Securities and Exchange Commission on September 19, 2012. The results of operations for the three months ended August 31, 2012 are not necessarily indicative of the results for any subsequent periods or the entire fiscal year ending May 31, 2013.

These interim financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital.  If the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures.  These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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CONSOLIDATED BALANCE SHEETS (PARANTHETICAL) (USD $)	Aug. 31, 2012	May 31, 2012
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	5,000,000,000	5,000,000,000
Common stock, shares issued	456,759,900	445,700,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Foreign Currency Translations (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Foreign Currency Translations

Foreign Currency Translations

The functional currency of the Company and its subsidiaries is the US Dollar. Accordingly, monetary assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date while non- monetary assets and liabilities denominated in a foreign currency are translated at historical rates. Revenue and expense items denominated in a foreign currency are translated at exchange rates prevailing when such items are recognized in the statement of operations.

Exchange gains or losses arising on translation of foreign currency items are included in the statement of operations.

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Document and Entity Information	3 Months Ended
	Aug. 31, 2012
Document and Entity Information
Entity Registrant Name	Portage Resources Inc.
Document Type	10-Q
Document Period End Date	Aug. 31, 2012
Amendment Flag	false
Entity Central Index Key	0001403674
Current Fiscal Year End Date	--05-31
Entity Common Stock, Shares Outstanding	456,759,900
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	Yes
Entity Well-known Seasoned Issuer	Yes
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Revenue Recognition

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of a service provided.

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STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		73 Months Ended
	Aug. 31, 2012	Aug. 31, 2011	Aug. 31, 2012
REVENUES
EXPENSES:
Exploration expenses			45,923
General and administrative fees	3,519	43,895	200,218
Impairment of mineral claim acquisition costs		2,470,000	4,935,000
Professional fees	13,800	7,151	82,763
Legal fees	1,500	2,500	19,555
Total Operating Expenses	18,819	2,523,546	5,284,059
NET LOSS FROM OPERATIONS	$ (18,819)	$ (2,523,546)	$ (5,284,059)
Basic and diluted earnings (loss) per common share	$ 0.00	$ (0.01)
Weighted average number of common shares outstanding, basic and diluted	455,076,872	4,338,739,130

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SHORT-TERM LOANS

3 Months Ended

Aug. 31, 2012

Notes

SHORT-TERM LOANS

7 - SHORT-TERM LOANS

On November 30, 2011, the Company requested a loan from Nilam Resources Inc. of $5,520 due on demand.  The loan bears no interest for six months whereby non-payment after six months should incur a $100 per month non-compounded interest charge. The loan became on-demand on May 31, 2012. During the three months ended August 31, 2012, interest accrual of $300 was added to the original loan payable.

On January 4, 2012, the Company requested a loan from BTL Media Corp. of $20,000 on demand.  The loan bears no interest for six months whereby non-payment after six months should incur a $100 per month non-compounded interest charge. The loan became on-demand on July 3, 2012. During the three months ended August 31, 2012, interest accrual of $190 was added to the original loan payable.

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COMMON STOCK

3 Months Ended

Aug. 31, 2012

Notes

COMMON STOCK

5 - COMMON STOCK

COMMON STOCK TO BE ISSUED

On July 27, 2011, the Board of Directors unanimously approved a dividend whereby the shareholders of the Company will receive a dividend payable as a ten for one (10:1) forward split of the issued and outstanding shares of Common Stock of the Company pursuant to Section 78.215 of the Nevada Revised Statutes.  Further, as part of this approved action of the Board of Directors, the Company’s Executive Officer, and Mr. Paul Luna Belfiore agreed to return a total of 230,000,000 restricted shares to treasury for cancellation prior to the Effective Date.  As at October 31, 2011 the Company had not yet received FINRA approval for the above-noted transaction and withdrew the dividend.  Concurrent with this action, the Board of directors agreed to re-issue 230,000,000 restricted shares to Mr. Belfiore.  As at the date of this report, the 230,000,000 shares remain unissued.

On August 10th, 2011, the Company entered into a share purchase agreement with Nilam Resources S.A. Peru (“Nilam”), whereby subscribed for a total of 195,400 shares of common stock of the Company at $0.10 per common share for proceeds of $19,540.  The funds have been received from Nilam; however the shares have not yet been issued.  During the year ended May 31, 2012 the Company received further advances from Nilam totaling $9,450 under another share purchase agreement for a total of 315,000 shares of common stock at a price of $0.03 per share.  All these shares were issued on June 14, 2012.

On September 26th 2011, Portage Minerals Peru S.A. (entered into a sales and purchase agreement with Nilam Resources Inc. (Nilam) to acquire 55% of the mining concession called Rocas#1.  Under the terms of the Agreement, Nilam is to receive 7,000,000 shares of the common stock of Portage Resources Inc.  These shares were valued at $0.20 based on the closing price of the Company’s common stock on September 26, 2011 (Note 3). All these shares were issued on June 14, 2012.

On September 30th 2011, Portage Minerals Peru S.A. entered into a sales and purchase agreement with Nilam Resources Inc. (Nilam) to acquire 55% of the mining concession called Rocas#2.  Under the terms of the Agreement, Nilam is to receive 3,500,000 shares of the common stock of Portage Resources Inc.  These shares were valued at $0.30 based on the closing price of the Company’s common stock on September 26, 2011 (Note 3).  All these shares were issued on June 14, 2012.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Mineral Property Acquisition Costs (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Mineral Property Acquisition Costs

Mineral Property Acquisition Costs

Mineral property acquisition costs are initially capitalized when incurred.  These costs are then assessed for impairment when factors are present to indicate the carrying costs may not be recoverable.

Although the Company has taken steps to verify title to mineral properties in which it has an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title.  Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Advertising and Market Development (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Advertising and Market Development

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Net Income (loss) Per Share (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Basic and Diluted Net Income (loss) Per Share

Basic and Diluted Net Income (loss) Per Share

Basic net incomes (loss) per share amounts are computed based on the weighted average number of shares actually outstanding.  Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same.

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SUBSEQUENT EVENTS

3 Months Ended

Aug. 31, 2012

Notes

SUBSEQUENT EVENTS

8 - SUBSEQUENT EVENTS

There were no subsequent events as at the report date.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Dividend Policy (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Dividend Policy

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Income Taxes

Income Taxes

Income taxes are determined using assets and liability method.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.  In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not.  The Company has adopted FASB ASC 740 as of its inception.  Pursuant to FASB ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward.  Potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future periods; and accordingly is offset by a valuation allowance.  FIN No. 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken in tax returns.

To the extent interest and penalties may be assessed by taxing authorities on any underpayment of income tax, such amounts would be accrued and classified as a component of income tax in our Consolidated Statements of Operations and Comprehensive Loss.  The Company elected this accounting policy, which is a continuation of our historical policy, in connection with our adoption FIN 48.

Section 382 of the U.S. Internal Revenue Code imposes an annual limitation on the availability of NOL carry forwards to offset taxable income when an ownership change occurs.  Due to the May 30, 2011 sale of stock from Messrs. Caron and James to Mr. Belfiore, some of the NOL’s may be limited.

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SHORT-TERM LOANS (Details) (USD $)	3 Months Ended
	Aug. 31, 2012	Jan. 04, 2012	Nov. 30, 2011
Loan payable		$ 20,000	$ 5,520
Interest accrual, November 30, 2011 loan	300
Interest accrual, January 4, 2012 loan	$ 190

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Fair Value Measurements

Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Fair value is estimated by applying the following hierarchy, which prioritize the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). 

The three levels of the fair value hierarchy under ASC 820 are described below: 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

The Company’s cash and cash equivalents and short-term investments are classified within Level 1of the fair value hierarchy because they are valued using quoted market prices.  The carrying amounts of accounts payable, advances payable and short-term loans approximate their fair value due to short term maturities.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Estimates and Assumptions (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Estimates and Assumptions

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles.  Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could vary from the estimates that were assumed in preparing these financial statements.

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Statements of Stockholders' Equity (Deficit) (USD $)	Common Shares	Additional Paid-in Capital	Deficit	Common Stock to be Issued	Total Stockholders' Equity
Beginning Balance, amount at Jul. 19, 2006
Common stock issued for cash, February, shares	250,000,000
Common stock issued for cash, February, amount	$ 250,000	$ (248,800)			$ 1,200
Common stock issued for cash, May, shares	157,200,000
Common stock issued for cash, May, amount	157,200	(137,550)			19,650
Net loss for the period			(24,806)		(24,806)
Ending Balance, amount at May. 31, 2007	407,200	(378,438)	(24,806)		(3,956)
Ending Balance, shares at May. 31, 2007	407,200,000
Net loss for the period			(64,586)		(64,586)
Ending Balance, amount at May. 31, 2008	407,200	(249,226)	(89,392)		(68,542)
Ending Balance, shares at May. 31, 2008	407,200,000
Net loss for the period			(30,604)		(30,604)
Ending Balance, amount at May. 31, 2009	407,200	(188,058)	(119,996)		(99,146)
Ending Balance, shares at May. 31, 2009	407,200,000
Contributed capital, expense		5,200			5,200
Net loss for the period			(25,264)		(25,264)
Ending Balance, amount at May. 31, 2010	407,200	(142,730)	(145,260)		(119,210)
Ending Balance, shares at May. 31, 2010	407,200,000
Contributed capital, expense		3,900			3,900
Net loss for the period			(21,591)		(21,591)
Ending Balance, amount at May. 31, 2011	407,200	(377,250)	(166,851)		(136,901)
Beginning Balance, shares at May. 31, 2011	407,200,000
Common stock issued, shares	38,500,000
Common stock issued, amount	38,500	2,476,500			2,515,000
Net loss for the period			(5,098,389)		(5,098,389)
Ending Balance, amount at May. 31, 2012	445,700	2,099,250	(5,265,240)	2,478,990	(241,300)
Common stock to be issued at May. 31, 2012				2,478,990	2,478,990
Ending Balance, shares at May. 31, 2012	445,700,000
Common stock issued, shares	11,059,900
Common stock issued, amount	11,060	2,467,930			2,478,990
Net loss for the period			(18,819)		(18,819)
Ending Balance, amount at Aug. 31, 2012	456,760	4,567,180	(5,284,059)		(260,119)
Common stock to be issued at Aug. 31, 2012				$ (2,478,990)	$ (2,478,990)
Ending Balance, shares at Aug. 31, 2012	456,759,900

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SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

3 Months Ended

Aug. 31, 2012

Notes

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

4 - SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

During fiscal 2012, Portage Resource Inc. has paid $6,740 to Mr. Paul Luna Belfiore, a director and officer of the Company for consulting services. There were no significant transactions with related parties for the three months ended August 31, 2012.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Statement of Cash Flows (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Statement of Cash Flows

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Financial Instruments (Policies)

3 Months Ended

Aug. 31, 2012

Policies

Financial Instruments

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.