UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

___________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) ~~October~~ January 1229, ~~2012~~2014

PORTUS HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)




Nevada	000-54403	45-1283820
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File No.)	(IRS Employee Identification No.)

110 East Broward Blvd.

Suite 1700

Fort Lauderdale, FL 33301

33301

(Address of Principal Executive Offices)

(Zip Code)

954-778-8211

(Issuer Telephone Number)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act

~~Written~~¨ Soliciting ~~communications~~material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

~~Soliciting~~¨ Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act

¨1

~~Pre-commencement~~SECTION ~~communications~~1 ~~pursuant~~– toREGISTRANT’S ~~Rule~~BUSINESS ~~14d-2(b)~~AND ~~under the Exchange Act~~OPERATIONS

¨ITEM 1.01

~~Pre-commencement~~ENTRY ~~communications~~INTO ~~pursuant~~A toMATERIAL ~~Rule~~DEFINITIVE ~~13e-4(c) under the Exchange Act~~AGREEMENT.

~~Section~~On 1January –29, ~~Registrant’s~~2014, ~~Business~~Portus Holdings Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Dane Exploration Inc.(“Dane”), Dane Acquisition Corp. (“Dane Sub”), a wholly owned subsidiary of Dane, and ~~Operations~~David Christie, the sole executive officer, director and principal shareholder of Dane. Under the terms of the Asset Purchase Agreement, Portus has agreed to sell the assets that comprise its “Portus Cloud” business to Dane (the “Acquisition”) and, in consideration of which, Dane will issue 50,000,000 shares of its Common Stock to Portus. In consideration of Portus selling its Portus Cloud business to Dane, David Christie has agreed to surrender for cancellation 49,800,000 shares of Common Stock held by him.

~~Item~~On 1closing of the Asset Purchase Agreement, David Christie will resign as the sole executive officer and director of Dane and will be replaced by G.01 ~~Entry~~Dale ~~into~~Murray aII, ~~Material~~the ~~Definitive~~Company’s ~~Agreement~~Chief Executive Officer.

OnClosing ~~October~~of ~~12,~~the ~~2012~~Acquisition ~~Portus~~is ~~Holdings~~subject ~~Inc.~~to ~~(the~~a ~~“Company”)~~number ~~and~~of ~~its~~conditions ~~wholly~~including, ~~owned~~but ~~subsidiary~~not limited to, ~~Portus~~compliance ~~Acqusition~~with ~~Corp.,~~the ~~entered~~federal ~~into~~securities alaws ~~Share~~applicable ~~Exchange~~to ~~Agreement~~the (transaction. The closing of the “Asset Purchase Agreement”) ~~with~~is ~~Surequest~~expected ~~Systems,~~to ~~Inc.,~~occur aon ~~Delaware~~February ~~Corporation~~12, ~~(“SureQuest”)~~2014 ~~and~~or ~~its~~such ~~wholly~~other ~~owned~~date ~~subsidiary~~as ~~Surequest~~agreed ~~Systems,~~by ~~Inc.,~~and abetween ~~Texas~~the ~~corporation, (“SureQuestTX”)~~parties.

~~Upon~~The ~~execution~~description of the transactions contemplated by the Asset Purchase Agreement, ~~Portus~~set ~~Holdings~~forth ~~paid~~herein ~~SureQuest~~does ~~$40,000~~not ~~representing~~purport ato ~~non-refundable~~be ~~deposit~~complete ~~subject~~and is qualified in its entirety by reference to ~~closing~~the full text thereof and of each of the exhibits filed with this report and incorporated by this reference.

The Agreement provides in part for the Company to acquire all of the issued and outstanding shares of common stock of SureQuestTX in exchange for all of the issued and outstanding shares of common stock of Portus Acquistion Corp. Thus, at Closing, SureQuestTX will be a wholly owned subsidiary of the Company. 2

AtSECTION ~~Closing,~~9 ~~Portus~~– ~~Acquisition~~FINANCIAL ~~Corp.~~STATEMENTS isAND to have cash assets totaling $5,000,000 of which $500,000 will be held in escrow for a period of twelve months to satisfy known and unknown liabilities of SureQuestTX. There is no assurance that either the Company or Portus Acquisition Corp. will be able to secure financing to close the transaction. There is no current commitment to fund this acquisition. EXHIBITS

~~Furthermore,~~ITEM ~~the Closing is contingent upon the completion of an audit of SureQuestTX financial statements~~9.01

~~The~~FINANCIAL ~~foregoing~~STATEMENTS ~~represents~~AND ~~a summary of the transaction~~EXHIBITS. ~~You are urged to read the Agreement in its entirety which is attached and identified as exhibit 10.1.~~

The Company is a shell corporation as defined by the SEC. Portus Acquisition Corp. was formed for the sole purpose of acquiring all of the issued and outstanding shares of common stock of SureQuestTX and has no operations.(d)

SureQuestTX is a Software-as-a-Service (SaaS) Company utilizing cloud computing to bring its suite of products to multiple markets. SureQuestTX provides dietary and food service management software to the institutional food service industry. Exhibits

Section 9 – Financial Statements and Exhibits


Exhibit Number	Description of Exhibit
10.2	Asset Purchase Agreement dated January 29, 2014 between Dane Exploration Inc., Portus Holdings Inc., Dane Acquisition Corp and David Christie.
99.1	News Release dated January 29, 2014.

~~Item 9.01 Financial Statements and Exhibits~~3

~~Exhibit 10.1 Share Exchange Agreement~~SIGNATURE

~~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 hereunto duly authorized.

~~Pursuant~~Date: January ~~to the requirements of the Securities Exchange Act of 1934~~30, ~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2014

~~Date~~Portus Holdings Inc. By: ~~October~~ 15/s/ George Dale Murray, ~~2012~~II George Dale Murray, II Chief Executive Officer

~~Portus Holdings Inc. By: /s/ George Dale Murray, II George Dale Murray, II Chief Executive Officer~~4

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