Portage Resources Inc. - Form 8-A12g
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934


PORTAGE RESOURCES, INC.
(Exact name of registrant as specified in its charter)

Nevada
75-3244927
(State of incorporation or organization)
(I.R.S. Employer Identification No.)

990 Richard Street
Saint Wenceslas, Quebec
Canada
 
 
G0Z 1J0
(Address of principal executive officers)
(Zip Code)

Title of each class
to be registered
Name of each exchange on which
each class is to be registered
   
Common shares, par value of $0.001 per
Share
None

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box 

If this form relates to the registration of a class of securities pursuant to Section 12 (g) of the Exchange Act and is effective pursuant to General Instructions A.(d), check the following box [x]

Securities Act registration statement file number to which this form relates: 333-144585

Securities to be registered pursuant to Section 12(g) of the Act:

Common shares with a par value of $0.001 per share

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant’s Securities to be Registered

A description of the Registrant’s Common Stock is set forth under the caption “Description of Securities” contained in the prospectus included in the Company’s Registration Statement on Form SB-2 (File No. 333-144585) as originally filed with the Securities and Exchange Commission on July 16, 2007 (the “Registration Statement”), and in the prospectus included in the Registration Statement, is hereby incorporated by reference in response to this item.
 
 
 
-1-
 

Item 2.  Exhibits

3.1
  
Certificate of Incorporation (incorporated by reference from Portage’s Registration Statement on Form SB-2 filed on July 16, 2007, Registration No. 333-144585)
     
3.2
  
Articles of Incorporation (incorporated by reference from Portage’s Registration Statement on Form SB-2 filed on July 16, 2007, Registration No. 333-144585)
     
3.3
  
By-laws (incorporated by reference from Portage’s Registration Statement on Form SB-2 filed on July 16, 2007, Registration No. 333-144585)
     
4
  
Specimen Stock Certificate (incorporated by reference from Portage’s Registration Statement on Form SB-2 filed on July 16, 2007, Registration No. 333-144585)
     
10.1
  
Transfer Agent and Registrar Agreement (incorporated by reference from Portage’s Registration Statement on Form SB-2 filed on July 16, 2007, Registration No. 333-144585)

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Act of 1934, the registrant has duly caused this registration statement on its behalf by the undersigned, thereto duly authorized.

PORTAGE RESOURCES, INC.


By:  MARTINE CANON  
Martine Canon
Chief Executive Officer, President and
Director

August 30, 2007
 
 
 
-2-