body_schedule14c.htm
SECURITIES
AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION
Proxy Statement
Pursuant to Section 14(c) of the Securities
Exchange Act of
1934
Filed by
the Registrant [X]
Filed by
a Party other than the Registrant [ ]
Check the
appropriate box:
[ ] Preliminary
Information Statement
[ ] Confidential,
for Use of the Commission
(only as permitted by Rule 14c-5(d)(2))
[X] Definitive
Information Statement
[ ] Definitive
Additional Materials
PORTAGE
RESOURCES INC.
(Name of Registrant as Specified
in its Charter)
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
(Name of
Person(s) Filing Information Statement, if other than the
Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X] No
fee required.
[ ] Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
(3) Per
unit or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11(set forth the amount on which the filing fee is calculated and state
how it was determined):
(4) Proposed
maximum aggregate value of transaction: 0
(5) Total
fee paid: 0
[ ]
Fee paid previously with Preliminary materials.
[
] Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing fee for which the offsetting fee was
paid
previously. Identify the previous filing by registration filing.
(1) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.
(3) Filing
Party:
990 Richard Street,
Saint Wenceslas, Quebec, Canada, V3E 2Z3
NOTICE
OF WRITTEN RESOLUTION
OF
SHAREHOLDERS OF RECORD
ON
APRIL 30, 2008
NOTICE IS HEREBY GIVEN that,
on April 30, 2008, the management of Portage Resources Inc., a Nevada corporation
(the "Corporation"), solicited votes from selected shareholders of record
(“Selected Shareholders”) as of April 30, 2008, to consider and act
upon:
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1.
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The
Directors' proposal and resolution to approve the forward split of the
outstanding shares of the Corporation’s common stock on the basis of
thirty-nine (39) new shares for every one share outstanding held (‘40 for
1’) thereby increasing our issued shares of common stock from 1,593,000
shares to 63,720,000 shares; and
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2.
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The
Directors' proposal and resolution to approve the amendment to our
Articles of Incorporation to increase our authorized capital stock from
Two Hundred Million (200,000,000) shares of Common Stock
at $0.001 par value per share to Five Hundred Million
(500,000,000) shares of Common Stock at $0.001 par value per
share
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The
Selected Shareholders, who hold 1,200,000 shares of the total 1,593,000 issued
and outstanding shares, approved the above motions in written resolutions.
However, the Corporation’s management does not intend to take any corporate
action to enact these resolutions until such time as it has fulfilled its
obligations under the rules and regulations of the Securities and Exchange
Commission. Therefore, management is sending this notice to you. Proxies are not
being solicited as management has received sufficient votes to approve the above
proposals and resolutions. The approximate date on which this Information
Statement is being mailed to security holders is May 2, 2008.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY.
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By
Order of the Board of Directors,
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/s/ MARTINE CARON,
Martine
Caron, President
St.
Wenceslas, Quebec
April
30, 2008
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REGARDING CORPORATE
ACTIONS
APPROVED
ON April 30, 2008
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Written
Resolutions of the Shareholders
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This
Information Statement is furnished in connection with written resolutions of a
majority of the shareholders of the Corporation as of April 30, 2008. This
Information Statement is being sent to shareholders of record as of April 30,
2008. The cost of distributing this Information Statement will be borne by the
Corporation. All of the Corporation’s common stock is held directly in each
beneficial shareholder’s name and no shares are held in the name of any bank or
brokerage house. Therefore, the mailing of this Information Statement will be
made directly to each shareholder. The mailing address of the Corporation’s
business offices is 990 Richard Street, Saint Wenceslas, Quebec, Canada, V3E
2Z3
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Shareholders
Entitled To Vote
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The
record date for the determination of stockholders who are entitled to receive
this information statement is April 30, 2008 (the “Record Date”). On that date
1,593,000 shares of the Corporation’s Common Stock were issued and outstanding.
Each shareholder was entitled to one vote for each share held of record on the
Record Date. The holders of a majority of the total shares of common stock
outstanding on January 16, 2008 constituted a quorum for the transaction of
business in the written resolutions. As management is not soliciting proxies,
and has already obtained sufficient votes to obtain a quorum, abstentions will
not be counted toward fulfillment of quorum requirements.
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Voting
On The Written Resolutions
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The
passing of the proposals required the affirmative vote of a majority of the
shares of the Common Stock issued and outstanding on April 30, 2008. There were
1,593,000 shares of Common Stock issued and outstanding on that date, 1,200,000
of which (representing approximately 75.33% of the outstanding shares) voted in
favor of both of the proposals.
Interest
of Certain Persons in or Opposition to Matters to be Acted Upon
No person
who has been a director or officer of the Corporation at any time since the
beginning of the last fiscal year, nor any associate of the foregoing persons,
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the written resolutions.
No
director of the Corporation has informed the Corporation in writing that he
intends to oppose any action to be taken by the Corporation.
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Proposals
by Security Holders
There
are no proposals by any security
holders.
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1. ‘40 for 1’ Forward Split of Common
Stock
On April
30, 2008 our Board of Directors unanimously approved a resolution to forward
split the issued and outstanding Common Stock of the Corporation on the basis of
thirty-nine (39) new shares issued for each one (1) share held, such that our
issued shares of common stock will increase from 1,593,000 issued shares to
63,720,000 issued shares (the “Forward Split”). The resolution to approve the
Forward Split of our issued shares of common stock does not affect and will not
affect the authorized capital of the Corporation, which will remain at Two
Hundred Million (200,000,000) after giving affect to the Forward
Split.
Also on
April 30, 2008, and subsequent to our board of directors' unanimous approval of
the proposal to affect the Forward Split, stockholder approval for the Forward
Split was obtained by written consent of Selected Shareholders, stockholders
owning 1,200,000 shares of our common stock, which represented approximately
75.33% of our issued shares on the approval date (as well as the Record Date).
Therefore, following the expiration of the twenty-day (20) period required by
Rule 14c and the provisions of Chapter 78 of the Nevada Revised Statutes, the
Corporation will act on the resolution and give effect to the Forward
Split. Consequently the Corporation expects to take all necessary
corporate actions to affect the Forward Split on or about May 23,
2008.
2. Increase in Authorized
Capital
On April
30, 2008 our Board of Directors unanimously approved the amendment to our
Articles of Incorporation to increase our authorized capital from 200,000,000
shares of common stock with a par value of $0.001 to Five Hundred Million
(500,000,000) shares of common stock with a par value of $0.001 per share.
Subsequent to our board of directors' approval of the amendment, the holders of
the majority of the outstanding shares of common stock of the Corporation
provided their written consent to the amendment to our Articles of
Incorporation, also on April 30, 2008. Therefore, following the expiration of
the twenty day (20) period required by Rule 14c and the provisions of Chapter 78
of the Nevada Revised Statutes, the Corporation will be in a position to file
the Certificate of Amendment and thereby amend our Articles of
Incorporation. The Certificate of Amendment will become effective
when filed with the Nevada Secretary of State and our directors’ intend to make
such filing promptly following the said twenty (20) day period. Consequently the
Corporation expects to take all necessary corporate actions to affect the
amendment to our Articles of Incorporation by increasing our authorized capital
on or about May 23, 2008. The proposed Certificate of Amendment to
our Articles of Incorporation is attached hereto as Schedule A.
Amendment
To The Company’s Articles
Our
Articles of Incorporation authorize the issuance of 200,000,000 shares of common
stock, $0.001 par value. On April 30, 2008, the Board of Directors approved an
amendment to our Articles or Incorporation to increase the amount of our
authorized capital to Five Hundred Million (500,000,000) shares.
The
purpose of increasing our authorized capital to 500,000,000 shares of common
stock is to provide our company with the necessary flexibility to implement any
potential future corporate plans. Our board of directors believes that it is in
the best interests of our company to increase our authorized capital for such
purposes.
We
currently have 1,593,000 issued shares of common stock. As of the Record Date we
had 1,593,000 shares issued and outstanding. Stockholder approval for
the amendment to our Articles of Incorporation was obtained by written consent
of Selected Shareholders, stockholders owning 1,200,000 shares of our common
stock on April 30, 2008, which represented approximately 75.33% of our
outstanding shares of common stock on that date (and the Record
Date).
Except as
disclosed herein, we have no arrangements or understandings for the issuance of
additional shares of common stock, although opportunities for acquisitions in
equity financings could arise at any time. If in the future the Board of
Directors deem it to be in the best interests of the Corporation and the
stockholders to issue additional shares of common stock from our authorized
capital, the Board of Directors do not intend to seek further authorization by
stockholders, unless such authorization is otherwise required by law or
regulations.
Dissenter’s
Rights
Under
Nevada law, stockholders are not entitled to dissenter's rights of appraisal
with respect to either the Corporation's proposed amendment to its Articles of
Incorporation or the Forward Split of its presently issued shares of common
stock.
Interest
of Certain Persons In Or Opposition To Matters To Be Acted Upon
None of
the company's directors and officers at any time since the beginning of the last
fiscal year has any substantial interest, direct or indirect, by security
holdings or otherwise, in the matter to be acted upon which is not shared by all
other holders of the company's common stock. All members of the board of
directors of the Corporation approved the proposals discussed above on April 30,
2008. To our knowledge, no director has advised that he intends to oppose the
proposals and resolutions, as more particularly described herein. No security
holder entitled to vote at a shareholders' meeting or by written consent has
submitted to the company any proposal for consideration by the company or its
board.
Householding
One
information statement will be delivered to multiple stockholders sharing an
address unless the Corporation receives contrary instructions from one or more
of the stockholders sharing such address. Upon receipt of such notice, the
Corporation will undertake to promptly deliver a separate copy of this
information statement to the stockholder at the shared address to which a single
copy of this information statement was delivered and provide instructions as to
how the stockholder can notify us that the stockholder wishes to receive a
separate copy of this information statement or other communications to the
stockholder in the future. In the event a stockholder desires to provide us with
such notice, it may be given verbally by telephoning the company's offices at
(819) 740-0810 or by mail to the Corporation's address at: 990 Richard Street,
Saint Wenceslas, Quebec, Canada, V3E 2Z3, Attention: The President.
Additional
Information
The
Corporation files annual and quarterly reports, proxy statements, and other
reports and information electronically with the Securities and Exchange
Commission. The Corporation's filings are available through the Securities and
Exchange Commission's website at the following address:
http://www.sec.gov.
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Corporation has
duly caused this report to be signed by the undersigned hereunto
authorized.
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By
Order of the Board of Directors,
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/s/ MARTINE CARON, President
Martine
Caron
St.
Wenceslas, Quebec,
April
30, 2008
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SCHEDULE
A
Seal of
the ROSS
MILLER
State
of
Nevada Secretary of
State
(775) 684
5708
Website: secretaryofstate.biz
204 North Carson
Street, Ste 1
Carson City, Nevada
89701-4299
CERTIFICATE OF
AMENDMENT
(Pursuant to NRS
78.385 and 78.390)
Certificate of
Amendment to Articles of Incorporation
For Nevada Profit
Corporations
(Pursuant to NRS 78.385 and 78.390 -
After Issuance of Stock)
1. Name
of corporation:
Portage Resources Inc.
2. The
articles have been amended as follows (provide article numbers, if
available):
The
existing text of the FOURTH article is replaced by the following:
"The
total number of shares of common stock authorized, and that may be issued by the
Corporation, is five hundred million (500,000,000) shares of common stock with a
par value of one tenth of a cent ($0.001) per share and no other class of stock
shall be authorized. The corporation may from time to time issue
shares for such consideration, not less than the par value, as the Board of
Directors may fix.”
3. The
vote by which the stockholders holding shares in the corporation entitling them
to exercise at least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes or
series, or as may be required by the provisions of the* articles of
incorporation have voted in favor of the amendment
is: 75.33%.
4. Effective
date of filing (optional):
5. Officer
Signature (Required):
*If any
proposed amendment would alter or change any preference or any relative or other
right given to any class or series of outstanding shares, then the amendment
must be approved by the vote, in addition to the affirmative vote otherwise
required, of the holders of shares representing a majority of the voting power
of each class or series affected by the amendment regardless of limitations or
restrictions on the voting power thereof.