8-K 1 body.txt PORTAGE PARTNERS LTD. 8-K 04-20-2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report: April 20, 2005 Portage Partners Ltd. ------------------------------ (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 000-32281 76-0616473 (Commission File Number) (IRS Employer Identification Number) 400601 W. Broadway Vancouver, BC V5Z 4C2 Canada -------------------------- (Address of principal executive offices) 604-675-6930 -------------- (Registrant's telephone number, including area code) 1 ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Date and Parties ------------------ ON FEBRUARY 3, 2005, Portage Partners Ltd., a corporation organized under the laws of the State of Nevada ("Portage"); Golden Century Investments, Inc., a corporation organized under the laws of Western Samoa ("GOLDEN CENTURY"); and each of the stockholders of GOLDEN CENTURY (the "GOLDEN CENTURY Stockholders") entered into an Agreement and Plan of Reorganization (the "Agreement"), a copy of which is attached to this report. Yi SHEN and Hong MA are majority shareholders of both Portage and GOLDEN CENTURY. Except for such equity ownership and the Agreement there is no material relationship between Portage or its affiliates and any of the parties to the Agreement. Terms and Conditions ---------------------- The Agreement provides the terms and conditions pursuant to which Portage acquired from the GOLDEN CENTURY Stockholders all of the issued and outstanding common capital stock of GOLDEN CENTURY ("GOLDEN CENTURY Shares") in exchange for 45,500,000 shares of restricted (as defined in Rule 144 of the Securities Act of 1933, as amended) common stock of Portage. The Agreement entered into is an ordinary stock-swap agreement containing the standard representations, warranties, and covenants. A key condition precedent to the completion of the transaction was that the GOLDEN CENTURY Stockholders and GOLDEN CENTURY shall have provided Portage with satisfactory evidence that GOLDEN CENTURY had acquired 100% of the ownership of Sichuan Golden Ant Biotechnology Development Limited Company ("Golden Ant China"), a wholly foreign owned enterprise registered in the People's Republic of China ("PRC"). ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS Date of Completion ------------------ The Agreement will be effective upon the Certificate of Amendment to Portage's Articles of Incorporation (as detailed in Portages Schedule 14C) being filed with the state of Nevada (the "Effective Date"). Brief Description of the Assets Involved ---------------------------------------- Pursuant to the Agreement, Portage received from the GOLDEN CENTURY Stockholders all of the issued and outstanding common capital stock of GOLDEN 2 CENTURY ("GOLDEN CENTURY Shares"). GOLDEN CENTURY's primary asset is its 100% ownership of Golden Ant China, whose business is described below. Brief Description of Portage and Its Predecessors ------------------------------------------------- Portage was incorporated under the laws of the State of Nevada on August 18, 1999. Until the Effective Date, Portage had only nominal assets and liabilities and was a development stage company attempting to market and sell vitamins, minerals and nutritional supplements. As a result of the reorganization, Portage will continue the business operations of GOLDEN CENTURY. Brief Descriptionof GOLDEN CENTURY ---------------------------------- GOLDEN CENTURY was incorporated on July 9, 2004 in Western Samoa. On November 8, 2004, GOLDEN CENTURY acquired 100% of Golden Ant China, which conducts GOLDEN CENTURY's only business operation. Golden Ant China is a limited liability company incorporated in the PRC on August 22, 2002. Since GOLDEN CENTURY's acquisition of Golden Ant China on November 8, 2004, Golden Ant China has changed its status to become a wholly foreign owned enterprise. Golden Ant China is classified as a Foreign Invested Enterprise (FIE) in the PRC and is subject to the FIE laws of the PRC. Its legal structure is similar to a corporation and a limited liability company organized under state laws in the United States. The Articles of Association provide for a term of 20 years with registered capital of RMB 2,000,000 (approximately equivalent to US$241,000). Prior to the acquisition by GOLDEN CENTURY, Golden Ant China was owned by Yi Shen (51%) and Hong Ma (49%). On November 8, 2004, GOLDEN CENTURY acquired 100% of Golden Ant Century from Yi Shen and Hong Ma for cash. Golden Ant China is engaged in the research, development and production of food additives and supplements. Specifically, the representatives of Golden Ant China discovered, that a certain ant, polyrhachis ricina roger is 67% protein and contains 28 types of amino acids, Vitamins A, B1, B2, B12, C, D, E, and more than 20 essential minerals, especially zinc. This ant, polyrhachis ricina roger, is the only species of ant permitted by the PRC Ministry of Health for use in food and medicines. As a result of certain internally developed technologies and breeding programs for the polyrhachis ricina roger, Golden Ant China has produced four main products. The products are sold under three major brands: "Zhuangyuanzi" for powder and wine, "Heijin" for tablet, "Heneng" for capsules. All of these products have been granted the Approval Certificate for Food and Food Product issued by the Bureau of Health for Sichuan Province. Golden Ant China has also submitted applications for the registration of the trademarks "Lichi", "Zhenniubi", "Heneng" and "Heijin". Golden Ant China has applied for a patent for an ant powder production method to the State 3 Intellectual Properties Office in China (patent application number 200410032783.8), and has been notified by the State Intellectual Properties Office of its formal acceptance of the patent application on April 22, 2004. Golden Ant China has its own research and product development team, and has developed specific know-how for breeding of polyrhachis ricina roger and the production of ant related products. It employs qualified professionals in research and product development and innovation. In December 2003, Golden Ant China was awarded Quality System Certificate by China National Import & Export Commodities Inspection Corporation Quality Certification Center for compliance with the standard "ISO9001: 2000" in the area of development, production of "Zhuangyuanzi" Ant Wine and Ant Powder. Golden Ant China has been marketing and selling its products primarily through sales agencies in the PRC. The main sales agency is Shenzhen Green Giant Technology Company Limited (the "Green Giant"). Green Giant focuses on marketing of green food. Green Giant entered into a sales agreement with Golden Ant China to market its products. Green Giant has 37 stores in China and electronic business platform, an experienced marketing team, and a distribution system. Golden Ant China also established its own sales counters in large chain stores located in southwestern and northwestern China. At present, it has set up seven such retail counters and developed four long term customers. Description of Consideration ---------------------------- As consideration for the GOLDEN CENTURY Shares, Portage will issue 45,500,000 shares of restricted (as defined in Rule 144 of the Securities Act of 1933, as amended) common stock of Portage to GOLDEN CENTURY Stockholders. Principles Followed in Determining Consideration ------------------------------------------------ The consideration for the reorganization was determined through arms length negotiations between the management of Portage and GOLDEN CENTURY. The criteria followed in determining the consideration include the relative value of the assets of GOLDEN CENTURY, GOLDEN CENTURY's present and past business operations, and the future potential of GOLDEN CENTURY, GOLDEN CENTURY's management, and the potential benefit to the shareholders of Portage. GOLDEN CENTURY's primary asset is its 100% ownership interest in Golden Ant China. Source(s) of Funds for the Acquisition -------------------------------------- Portage's acquisition of GOLDEN CENTURY Shares is funded by the new 4 issuance of 45,500,000 shares of its common stock. ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES Portage will sell 45,500,000 shares of restricted (as defined in Rule 144 of the Securities Act of 1933, as amended) common stock of Portage to the shareholders of GOLDEN CENTURY on the Effective Date, in exchange for all of the issued and outstanding common capital stock of GOLDEN CENTURY. No underwriter will participate in the transaction. The transaction will be exempt from registration under the Securities Act of 1933, as amended, based upon the provisions of Regulation S. ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT The information set forth above under "Item 2.01 -Completion of Acquisition or Disposition of Assets" is incorporated herein by this reference. Identity of Persons Acquiring Control of the Registrant ------------------------------------------------------- Four shareholders will control Portage, namely, Yi Shen, Hong Ma, Ze Zhi Niu and Gui Fang Xu. The new directors of the reorganized Portage are Yi Shen, Hong Ma, and Jie Liang. Date and Description of the Transaction(s) Which Resulted in the Change in -------------------------------------------------------------------------- Control ------- Pursuant to the Agreement and on the Effective Date, as consideration for the exchange of the GOLDEN CENTURY Shares, Portage will issue 45,500,000 restricted shares of its common capital stock, par value $0.001 per share, to the GOLDEN CENTURY Stockholders, representing approximately 91% of the issued and outstanding common capital stock of Portage following the time of the issuance. Upon the filing of the Certificate of Amendment, there will be 50,000,000 issued and outstanding shares of common stock of the reorganized Portage. Basis of the Control-Beneficial Ownership ----------------------------------------- The following table sets forth the beneficial ownership of persons who will own more than five percent of Portage's common capital stock following the Effective Date and the share holdings of the new members of management to be appointed, based on 50,000,000 shares. 5

Consideration and Sources of Funds ---------------------------------- Pursuant to the Agreement and on the Effective Date, as consideration for issuing 45,500,000 shares of Portage to GOLDEN CENTURY Stockholders, Portage will receive all of the GOLDEN CENTURY Shares. Former Controlling Shareholders ------------------------------- Yi Shen and Hong Ma, who obtained control of Portage through their purchase of 1,250,000 shares of common stock each on or about January 3, 2005. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS Newly Appointed Directors and Executive Officers On the Effective Date, the following directors and executive officers of the Registrant will be appointed:

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired. Audited Financial Statements for the Year ended December 31, 2003, 2004 and un-audited Quarterly financial statements ended March 30, 2005 of GOLDEN CENTURY and Golden Ant China will be filed by amendment within seventy one (71) calendar days of the date this Report was required to be filed; (b) Pro forma financial information. Pro Forma financial information relating to the terms of the reorganization will be filed by amendment within seventy one (71) calendar days of the date this Report was required to be filed. (c) Exhibits The following exhibits are furnished in accordance with Item 601 of Regulation S-B:

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. 7 Date: April 28, 2005 PORTAGE PARTNERS, LTD. a Nevada corporation By: /s/ Yi Shen -------------- Yi Shen President 8

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