---

**UNITED STATES****SECURITIES AND
EXCHANGE COMMISSION**
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to _____

COMMISSION FILE NUMBER000-52626

PENGRAM CORPORATION(Exact name of
registrant as specified in its charter)

|NEVADA                                                               | 68-0643436                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|1200 Dupont Street, Suite 2J                                         |                                     
|Bellingham, WA                                                       | 98225                               
|(Address of principal executive offices)                             | (Zip Code)                          

(360) 255-3436(Registrant's telephone number,
including area code)

Not Applicable(Former name, former address and
former fiscal year, if changed since last report)

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 for 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. [ x ]Yes[ ] No

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 period that the registrant was required to submit and post such files). [
] Yes[ ] No

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 [ ]                                                   | Accelerated filer [ ]         
|----------------------------------------------------------------------------- | ------------------------------
|Non-accelerated filer [ ] (Do not check if a smaller
      reporting company) | 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 [ ] No[ x ]

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date: As of
July 8, 2009, the Issuer had 54,147,144 Shares of Common Stock
outstanding.

---

PART I - FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS.
|------- | ---------------------

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of
Regulation S-X, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the three and six months ended May 31,
2009 are not necessarily indicative of the results that can be expected for the
year ending November 30, 2009.

As used in this Quarterly Report, the terms "we, "us, "our,
Pengram and the Company mean Pengram Corporation unless otherwise indicated.
All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise
stated.

2

---

PENGRAM CORPORATION(An Exploration Stage
    Company)

SECOND QUARTER CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2009(Unaudited)
    (Stated in U.S.
    Dollars)

F-1

---

|PENGRAM CORPORATION           
|------------------------------
|(An Exploration Stage Company)
|                              
|CONSOLIDATED BALANCE SHEETS   
|(Unaudited)                   
|(Stated in U.S. Dollars)      

|                                                              |   | MAY
      31 |   |   | NOVEMBER 30 |  
|------------------------------------------------------------- | - | ------------ | - | - | ----------- | -
|                                                              |   | 2009         |   |   | 2008        |  
|                                                              |   |              |   |   |             |  
|ASSETS                                                        |   |              |   |   |             |  
|                                                              |   |              |   |   |             |  
|Current                                                       |   |              |   |   |             |  
|Cash                                                          | $ | 18,738       |   | $ | 29,926      |  
|Marketable securities (Note 10)                               |   | 10,367       |   |   | -           |  
|Notes receivable (Note
      10)                              |   | 80,000       |   |   | -           |  
|Total Current Assets                                          |   | 109,105      |   |   | 29,926      |  
|                                                              |   |              |   |   |             |  
|Computer Equipment, net of depreciation(Note 3)               |   | 506          |   |   | 758         |  
|Mineral Property Acquisition Costs(Note 4)                    |   | 394,100      |   |   | -           |  
|Advances(Note 10)                                             |   | -            |   |   | 110,367     |  
|                                                              |   |              |   |   |             |  
|Total Assets                                                  | $ | 503,711      |   | $ | 141,051     |  
|                                                              |   |              |   |   |             |  
|LIABILITIES                                                   |   |              |   |   |             |  
|                                                              |   |              |   |   |             |  
|Current                                                       |   |              |   |   |             |  
|Accounts payable and
      accrued liabilities                | $ | 105,634      |   | $ | 93,040      |  
|Amounts
      due to related parties                          |   | 12,000       |   |   | 6,000       |  
|Amount due to shareholder                                     |   | 1,920        |   |   | 1,000       |  
|Promissory note payable (Note 4)                              |   | 55,575       |   |   | -           |  
|Promissory note payable
      to related party (Note 5)       |   | 22,899       |   |   | 21,901      |  
|Loan
      payable (Note 6)                                   |   | 10,663       |   |   | 10,164      |  
|Convertible notes (Note
      8)                              |   | 8,808        |   |   | -           |  
|Unit
      subscriptions received (Note 8)                    |   | -            |   |   | 67,500      |  
|Total Current Liabilities                                     |   | 217,499      |   |   | 199,605     |  
|                                                              |   |              |   |   |             |  
|STOCKHOLDERS EQUITY (DEFICIENCY)                             |   |              |   |   |             |  
|                                                              |   |              |   |   |             |  
|Capital Stock(Note 7)                                         |   |              |   |   |             |  
|Authorized:                                                   |   |              |   |   |             |  
|100,000,000 preferred stock with a par value of $0.001 per    |   |              |   |   |             |  
|share                                                         |   |              |   |   |             |  
|300,000,000 common voting stock with a par value of $0.001    |   |              |   |   |             |  
|per share                                                     |   |              |   |   |             |  
|                                                              |   |              |   |   |             |  
|Issued:                                                       |   |              |   |   |             |  
|53,997,144 common shares as at May 31, 2009 and               |   |              |   |   |             |  
|47,997,144 as at November 30, 2008                            |   | 53,997       |   |   | 47,997      |  
|                                                              |   |              |   |   |             |  
|Additional Paid-In Capital                                    |   | 538,414      |   |   | 125,284     |  
|Commitment To Issue Common Shares(Note 12)                    |   | 37,500       |   |   | -           |  
|Share Purchase Warrants                                       |   | 54,070       |   |   | 35,700      |  
|Accumulated Deficit During The Exploration Stage              |   | (397,769     | ) |   | (267,535    | )
|Total Stockholders Equity
      (Deficiency)                 |   | 286,212      |   |   | (58,554     | )
|                                                              |   |              |   |   |             |  
|Total Liabilities And Stockholders Equity
      (Deficiency) | $ | 503,711      |   | $ | 141,051     |  

The accompanying condensed notes are an integral part of these
  interim consolidated financial statements.

F-2

---

|PENGRAM CORPORATION                  
|-------------------------------------
|(An Exploration Stage Company)       
|                                     
|CONSOLIDATED STATEMENTS OF OPERATIONS
|(Unaudited)                          
|(Stated in U.S. Dollars)             

|                              |   |            |   |   |            |   |   |            |   |   |            |   |   | CUMULATIVE  |  
|----------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ----------- | -
|                              |   |            |   |   |            |   |   |            |   |   |            |   |   | PERIOD FROM |  
|                              |   | THREE      |   |   | SIX        |   |   | INCEPTION  |  
|                              |   | MONTHS     |   |   | MONTHS     |   |   | APRIL 28   |  
|                              |   | ENDED      |   |   | ENDED      |   |   | 2006 TO    |  
|                              |   | MAY 31     |   |   | MAY 31     |   |   | MAY 31     |  
|                              |   | 2009       |   |   | 2008       |   |   | 2009       |   |   | 2008       |   |   | 2009        |  
|                              |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|                              |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Revenue                       | $ | -          |   | $ | -          |   | $ | -          |   | $ | -          |   | $ | -           |  
|                              |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Expenses                      |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Consulting fees               |   | -          |   |   | 100        |   |   | -          |   |   | 400        |   |   | 2,350       |  
|Depreciation expense          |   | 126        |   |   | 127        |   |   | 252        |   |   | 253        |   |   | 1,010       |  
|Filing and regulatory         |   | 2,560      |   |   | 1,827      |   |   | 2,750      |   |   | 2,127      |   |   | 12,389      |  
|Finance
      charges         |   | 7,659      |   |   | -          |   |   | 7,659      |   |   | -          |   |   | 7,659       |  
|Incorporation costs           |   | -          |   |   | -          |   |   | 1,262      |   |   | -          |   |   | 3,382       |  
|Management fees               |   | 9,000      |   |   | -          |   |   | 18,000     |   |   | 2,800      |   |   | 74,600      |  
|Mineral property              |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|exploration costs             |   | 6,662      |   |   | -          |   |   | 9,728      |   |   | -          |   |   | 19,228      |  
|Office and                    |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|administrative                |   | 9,143      |   |   | 1,911      |   |   | 12,421     |   |   | 3,213      |   |   | 39,550      |  
|Professional fees             |   | 34,578     |   |   | 17,123     |   |   | 78,162     |   |   | 30,695     |   |   | 231,601     |  
|Write-off
      of mineral    |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|property costs                |   | -          |   |   | -          |   |   | -          |   |   | -          |   |   | 6,000       |  
|                              |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Net Loss For
      The Period | $ | (69,728    | ) | $ | (21,088    | ) | $ | (130,234   | ) | $ | (39,488    | ) | $ | (397,769    | )
|                              |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|                              |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Basic And Diluted Loss        |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Per
      Share               | $ | (0.01      | ) | $ | (0.01      | ) | $ | (0.01      | ) | $ | (0.01      | ) |   |             |  
|                              |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|                              |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Weighted Average              |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Number Of Common              |   |            |   |   |            |   |   |            |   |   |            |   |   |             |  
|Shares Outstanding            |   | 53,997,144 |   |   | 44,997,144 |   |   | 53,821,320 |   |   | 44,997,144 |   |   |             |  

The accompanying condensed notes are an integral part of these
  interim consolidated financial statements

F-3

---

|PENGRAM CORPORATION                  
|-------------------------------------
|(An Exploration Stage Company)       
|                                     
|CONSOLIDATED STATEMENTS OF CASH FLOWS
|(Unaudited)                          
|(Stated in U.S. Dollars)             

|                                                              |   |          |   |   |           |   |   | CUMULATIVE  |  
|------------------------------------------------------------- | - | -------- | - | - | --------- | - | - | ----------- | -
|                                                              |   |          |   |   |           |   |   | PERIOD FROM |  
|                                                              |   | SIX      |   |   | INCEPTION |  
|                                                              |   | MONTHS   |   |   | APRIL 28  |  
|                                                              |   | ENDED    |   |   | 2006 TO   |  
|                                                              |   | MAY 31   |   |   | MAY 31    |  
|                                                              |   | 2009     |   |   | 2008      |   |   | 2009        |  
|                                                              |   |          |   |   |           |   |   |             |  
|Cash (Used In) Operating Activities                           |   |          |   |   |           |   |   |             |  
|Net loss for the period                                       | $ | (130,234 | ) | $ | (39,488   | ) | $ | (397,769    | )
|Adjustment for items not effecting cash:                      |   |          |   |   |           |   |   |             |  
|Depreciation                                                  |   | 252      |   |   | 253       |   |   | 1,010       |  
|Finance charges on convertible notes                          |   | 7,659    |   |   | -         |   |   | 7,659       |  
|Foreign exchange                                              |   | (1,025   | ) |   | -         |   |   | (1,025      | )
|Accrued interest payable                                      |   | 6,762    |   |   | 899       |   |   | 8,827       |  
|Write-off of mineral property costs                           |   | -        |   |   | -         |   |   | 6,000       |  
|Changes
      in non-cash operating working capital items:    |   |          |   |   |           |   |   |             |  
|Deposits                                                      |   | -        |   |   | 375       |   |   | -           |  
|Accounts payable and accrued liabilities                      |   | 14,478   |   |   | 17,331    |   |   | 113,518     |  
|                                                              |   | (102,108 | ) |   | (20,630   | ) |   | (261,780    | )
|Cash Provided By (Used In) Investing
      Activities         |   |          |   |   |           |   |   |             |  
|Advances                                                      |   | 20,000   |   |   | -         |   |   | (90,367     | )
|Mineral
      property acquisition costs                      |   | -        |   |   | -         |   |   | (6,000      | )
|Purchase of computer
      equipment                          |   | -        |   |   | -         |   |   | (1,516      | )
|                                                              |   | 20,000   |   |   | -         |   |   | (97,883     | )
|Cash Provided By Financing Activities                         |   |          |   |   |           |   |   |             |  
|Issuance
      of convertible notes                           |   | 70,000   |   |   | -         |   |   | 137,500     |  
|Issuance of common stock                                      |   | -        |   |   | -         |   |   | 208,981     |  
|Promissory note payable to related party                      |   | -        |   |   | 20,000    |   |   | 20,000      |  
|Loan payable                                                  |   | -        |   |   | -         |   |   | 10,000      |  
|Amount
      due to shareholder                               |   | 920      |   |   | -         |   |   | 1,920       |  
|                                                              |   | 70,920   |   |   | 20,000    |   |   | 378,401     |  
|                                                              |   |          |   |   |           |   |   |             |  
|Increase (Decrease) In Cash                                   |   | (11,188  | ) |   | (630      | ) |   | 18,738      |  
|                                                              |   |          |   |   |           |   |   |             |  
|Cash, Beginning Of Period                                     |   | 29,926   |   |   | 3,766     |   |   | -           |  
|                                                              |   |          |   |   |           |   |   |             |  
|Cash, End Of
      Period                                     | $ | 18,738   |   | $ | 3,136     |   | $ | 18,738      |  
|                                                              |   |          |   |   |           |   |   |             |  
|Supplemental Disclosure Of Cash Flow Information              |   |          |   |   |           |   |   |             |  
|Cash paid
      during the period for:                        |   |          |   |   |           |   |   |             |  
|Interest                                                      | $ | -        |   | $ | -         |   | $ | -           |  
|Income taxes                                                  | $ | -        |   | $ | -         |   | $ | -           |  
|                                                              |   |          |   |   |           |   |   |             |  
|Non-Cash Financing And Investing
      Activities             |   |          |   |   |           |   |   |             |  
|Shares received from
      Solfotara Minerals Corp. (Note 10) | $ | 10,367   |   | $ | -         |   | $ | 10,367      |  
|Shares
      issued for mineral property acquisition costs    |   |          |   |   |           |   |   |             |  
|(Note 4)                                                      | $ | 300,000  |   | $ | -         |   | $ | 300,000     |  
|Promissory note payable for mineral property acquisition      |   |          |   |   |           |   |   |             |  
|costs (Note 4)                                                | $ | 56,600   |   | $ | -         |   | $ | 56,600      |  

The accompanying condensed notes are an integral part of these
  interim consolidated financial statements.

F-4

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)            
|                                                          
|PERIOD FROM INCEPTION APRIL 28, 2006 TO MAY 31,
      2009
|(Stated in U.S. Dollars)                                  

|                                  |  |              |  |   |         |  |   |            |   |   |            |  |   |             |  |   | ACCUMULATED    |   |   |          |  
|--------------------------------- |  | ------------ |  | - | ------- |  | - | ---------- | - | - | ---------- |  | - | ----------- |  | - | -------------- | - | - | -------- | -
|                                  |  |              |  |   |         |  |   |            |   |   | COMMITMENT |  |   |             |  |   | DEFICIT DURING |   |   |          |  
|                                  |  |              |  |   |         |  |   | ADDITIONAL |   |   | TO ISSUE   |  |   | SHARE       |  |   | THE            |   |   |          |  
|                                  |  | COMMON STOCK |  |   | PAID-IN |  |   | COMMON     |   |   | PURCHASE   |  |   | EXPLORATION |  |   |                |  
|                                  |  | SHARES       |  |   | AMOUNT  |  |   | CAPITAL    |   |   | SHARES     |  |   | WARRANTS    |  |   | STAGE          |   |   | TOTAL    |  
|                                  |  |              |  |   |         |  |   |            |   |   |            |  |   |             |  |   |                |   |   |          |  
|June 19, 2006  stock issued for  |  |              |  |   |         |  |   |            |   |   |            |  |   |             |  |   |                |   |   |          |  
|cash at $0.001                    |  | 27,000,000   |  | $ | 27,000  |  | $ | (18,000    | ) | $ | -          |  | $ | -           |  | $ | -              |   | $ | 9,000    |  
|Stock issued for cash $0.01 in    |  |              |  |   |         |  |   |            |   |   |            |  |   |             |  |   |                |   |   |          |  
|private placement                 |  | 17,997,144   |  |   | 17,997  |  |   | 101,984    |   |   | -          |  |   | -           |  |   | -              |   |   | 119,981  |  
|Net loss for the period           |  | -            |  |   | -       |  |   | -          |   |   | -          |  |   | -           |  |   | (20,112        | ) |   | (20,112  | )
|Balance, November 30, 2006        |  | 44,997,144   |  |   | 44,997  |  |   | 83,984     |   |   | -          |  |   | -           |  |   | (20,112        | ) |   | 108,869  |  
|                                  |  |              |  |   |         |  |   |            |   |   |            |  |   |             |  |   |                |   |   |          |  
|Net loss for the year             |  | -            |  |   | -       |  |   | -          |   |   | -          |  |   | -           |  |   | (108,384       | ) |   | (108,384 | )
|Balance, November 30, 2007        |  | 44,997,144   |  |   | 44,997  |  |   | 83,984     |   |   | -          |  |   | -           |  |   | (128,496       | ) |   | 485      |  
|                                  |  |              |  |   |         |  |   |            |   |   |            |  |   |             |  |   |                |   |   |          |  
|September 4, 2008  units issued  |  |              |  |   |         |  |   |            |   |   |            |  |   |             |  |   |                |   |   |          |  
|for cash at $0.03                 |  | 3,000,000    |  |   | 3,000   |  |   | 41,300     |   |   | -          |  |   | 35,700      |  |   | -              |   |   | 80,000   |  
|Net loss for the year             |  | -            |  |   | -       |  |   | -          |   |   |            |  |   | -           |  |   | (139,039       | ) |   | (139,039 | )
|Balance, November 30, 2008        |  | 47,997,144   |  |   | 47,997  |  |   | 125,284    |   |   | -          |  |   | 35,700      |  |   | (267,535       | ) |   | (58,554  | )
|                                  |  |              |  |   |         |  |   |            |   |   |            |  |   |             |  |   |                |   |   |          |  
|Stock issued for mineral property |  | 6,000,000    |  |   | 6,000   |  |   | 294,000    |   |   | -          |  |   | -           |  |   | -              |   |   | 300,000  |  
|Relative fair value allocation of |  |              |  |   |         |  |   |            |   |   |            |  |   |             |  |   |                |   |   |          |  
|convertible notes                 |  | -            |  |   | -       |  |   | 119,130    |   |   | -          |  |   | 18,370      |  |   | -              |   |   | 137,500  |  
|Stock issuable under assignment   |  |              |  |   |         |  |   |            |   |   |            |  |   |             |  |   |                |   |   |          |  
|agreement                         |  | -            |  |   | -       |  |   | -          |   |   | 37,500     |  |   | -           |  |   | -              |   |   | 37,500   |  
|Net loss for the period           |  | -            |  |   | -       |  |   | -          |   |   | -          |  |   | -           |  |   | (130,234       | ) |   | (130,234 | )
|                                  |  |              |  |   |         |  |   |            |   |   |            |  |   |             |  |   |                |   |   |          |  
|Balance, May 31, 2009             |  | 53,997,144   |  | $ | 53,997  |  | $ | 538,414    |   | $ | 37,500     |  | $ | 54,070      |  | $ | (397,769       | ) | $ | 286,212  |  

The accompanying condensed notes are an integral part of these
  interim consolidated financial statements.

F-5

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|MAY 31, 2009                                              
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|1. | BASIS OF PRESENTATION AND NATURE OF
      OPERATIONS
|-- | ----------------------------------------------------

The unaudited financial information
  furnished herein reflects all adjustments, all of which are of a normal
  recurring nature, which in the opinion of management are necessary to fairly
  state the interim consolidated financial position of Pengram Corporation (the
  Company) and the results of its operations for the periods presented. This
  report on Form 10-Q should be read in conjunction with the Companys financial
  statements and notes thereto included in the Companys Form 10-K for the fiscal
  year ended November 30, 2008. The Company assumes that the users of the interim
  financial information herein have read or have access to the audited financial
  statements for the preceding fiscal year and that the adequacy of additional
  disclosure needed for a fair presentation may be determined in that context.
  Accordingly, footnote disclosure, which would substantially duplicate the
  disclosure contained in the Companys Form 10-K for the fiscal year ended
  November 30, 2008, has been omitted. The results of operations for the six month
  period ended May 31, 2009 are not necessarily indicative of results for the
  entire fiscal year ending November 30, 2009.

Certain amounts for prior periods have
  been reclassified to conform to current period presentation.

Consolidated Financial Statements

These consolidated financial statements
  include the accounts of Pengram Corporation (the Company) and its wholly owned
  subsidiaries, Magellan Acquisition Corp. (Nevada) (MAC) and Clisbako Minerals
  Inc. (British Columbia) (CMI). All intercompany balances have been
  eliminated.

Organization

The Company was incorporated in the
  State of Nevada, U.S.A., on April 28, 2006. The Companys principal executive
  offices are in Bellingham, Washington, U.S.A. The Companys year end is November
  30.

Exploration Stage Activities

The Company has been in the exploration
  stage since its formation and has not yet realized any revenues from its planned
  operations. The Company was formed for the purpose of acquiring exploration and
  development stage natural resource properties. The Company has not commenced
  business operations. The Company is an exploration stage company as defined in
  the Securities and Exchange Commission (S.E.C.) Industry Guide No. 7.

F-6

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|MAY 31, 2009                                              
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Forward Stock Split                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the six month period ended May 31, 2009, the
      Company completed a three-for-one forward stock split of their common
      stock. The Companys authorized common stock was increased from
      100,000,000 shares with a par value of $0.001 per share to 300,000,000
      shares with a par value of $0.001. Share and per share dates (except par
      value) for the periods presented have been adjusted to reflect the effects
      of this stock split.                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The accompanying financial statements have been prepared
      assuming the Company will continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | As shown in the accompanying financial statements, the
      Company has incurred a net loss of $397,769 for the period from April 28,
      2006 (inception) to May 31, 2009, and has no revenues. The future of the
      Company is dependent upon its ability to obtain financing and upon future
      profitable operations from the development of its natural resource
      properties. Management has plans to seek additional capital through a
      private placement and public offering of its common stock. The financial
      statements do not include any adjustments relating to the recoverability
      and classification of recorded assets, or the amounts of and
      classification of liabilities that might be necessary in the event the
      Company cannot continue in existence.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The financial statements of the Company have been
      prepared in accordance with generally accepted accounting principles in
      the United States. Because a precise determination of many assets and
      liabilities is dependent upon future events, the preparation of financial
      statements for a period necessarily involves the use of estimates which
      have been made using careful judgement.                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The financial statements have, in managements opinion,
      been properly prepared within the framework of the significant accounting
      policies summarized below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-7

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|MAY 31, 2009                                              
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | b)                                        
|   |                                           
|   |                                           
|   |                                           
|   | c)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           

F-8

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|MAY 31, 2009                                              
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | c)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | d)                                        
|   |                                           
|   |                                           
|   |                                           
|   | e)                                        
|   |                                           
|   |                                           
|   |                                           
|   | f)                                        
|   |                                           
|   |                                           

F-9

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|MAY 31, 2009                                              
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | g)                                        
|   |                                           
|   |                                           
|   |                                           
|   | h)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | i)                                        
|   |                                           
|   |                                           
|   |                                           
|   | j)                                        
|   |                                           
|   |                                           

F-10

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|MAY 31, 2009                                              
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | k)                                        
|   |                                           
|   |                                           
|   |                                           
|   | l)                                        
|   |                                           
|   |                                           
|   |                                           
|   | m)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           

F-11

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|MAY 31, 2009                                              
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | n)                                        
|   |                                           
|   |                                           
|   |                                           
|   | o)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | p)                                        
|   |                                           
|   |                                           

| | Level 1: | Observable inputs such as quoted prices in
      active markets;                                                                              
| | -------- | ----------------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                               
| | Level 2: | Inputs, other than the quoted prices in active
      markets, that are observable either directly or indirectly; and                          
| |          |                                                                                                                                               
| | Level 3: | Unobservable inputs in which there is little or
      no market data, which require the reporting entity to develop its own
      assumptions.

The Company measured their marketable
  securities using Level 3 fair value assumptions as at May 31, 2009. The fair
  value of the common shares received (see Note 10) was determined as the
  difference between the Companys cash advances paid and the cash advances to be
  recovered from Solfotara Minerals Corp. The Company did not have any fair value
  adjustments for assets and liabilities measured at fair value on a nonrecurring
  basis during the six month period ended May 31, 2009.

F-12

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|MAY 31, 2009                                              
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | q)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           

|3. | COMPUTER EQUIPMENT
|-- | ------------------

| |                    |   | MAY 31 |  |   | NOVEMBER 30  | 
| | ------------------ | - | ------ |  | - | ------------ | 
| |                    |   | 2009   |  |   | 2008         | 
| |                    |   |        |  |   | ACCUMULATED  | 
| |                    |   | COST   |  |   | AMORTIZATION | 
| |                    |   |        |  |   |              | 
| | Computer Equipment | $ | 1,516  |  | $ | 1,010        | 

F-13

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|MAY 31, 2009                                              
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|4. | MINERAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | During the period ended November 30, 2006, the Company
      entered into a purchase agreement to acquire an undivided 100% interest in
      a mineral claim (known as the Spelter property) located in the Yellow
      Pine Mining District, Clark County, Nevada. The consideration was $6,000
      cash (paid) on execution of the agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | During the year ended November 30, 2008, the Company
      abandoned and wrote off all costs incurred with respect to the Spelter
      property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On December 16, 2008, the Company entered into a purchase
      agreement to acquire an undivided 100% interest in a group of ten mineral
      claims (collectively known as the Clisbako claims) located in the
      Cariboo Mining Division of British Columbia, Canada. Consideration for the
      claims was 6,000,000 shares (issued  see Note 7(a)) of the Companys
      common stock and the issuance to the vendor of a promissory note in the
      amount of $55,575 (CDN$70,000) payable June 30, 2009. Subsequent to May
      31, 2009, the Company reached an agreement with the vendor to extend the
      deadline of the promissory note to December 30, 2009. In consideration of
      the extension of the deadline, the Company will issue 60,000 common shares
      to the vendor. The promissory note is unsecured and free of
      interest.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On May 29, 2009, the Company entered into an assignment
      agreement to acquire an undivided 100% interest in a series of mineral
      claims (collectively known as the Eureka claims) situated in the Eureka
      County, Esmeralda County and Mineral County, Nevada. Consideration for the
      claims is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-14

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|MAY 31, 2009                                              
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|4. | MINERAL PROPERTY(Continued)
|-- | ---------------------------

| |                  |   | NOVEMBER 30 |  |   |           |  |   | ABANDONED, |  |   | MAY 31  | 
| | ---------------- | - | ----------- |  | - | --------- |  | - | ---------- |  | - | ------- | 
| |                  |   | 2008        |  |   | ADDITIONS |  |   | IMPAIRED   |  |   | 2009    | 
| | Mineral Property |   |             |  |   |           |  |   |            |  |   |         | 
| |                  |   |             |  |   |           |  |   |            |  |   |         | 
| | Clisbako claims  | $ | -           |  | $ | 356,600   |  | $ | -          |  | $ | 356,600 | 
| | Eureka claims    |   | -           |  |   | 37,500    |  |   | -          |  |   | 37,500  | 
| |                  |   |             |  |   |           |  |   |            |  |   |         | 
| |                  | $ | -           |  | $ | 394,100   |  | $ | -          |  | $ | 394,100 | 

| |                  |   | NOVEMBER 30 |  |   |           |  |   | ABANDONED, |   |   | NOVEMBER 30 | 
| | ---------------- | - | ----------- |  | - | --------- |  | - | ---------- | - | - | ----------- | 
| |                  |   | 2007        |  |   | ADDITIONS |  |   | IMPAIRED   |   |   | 2008        | 
| | Mineral Property |   |             |  |   |           |  |   |            |   |   |             | 
| |                  |   |             |  |   |           |  |   |            |   |   |             | 
| | Spelter claims   | $ | 6,000       |  | $ | -         |  | $ | (6,000     | ) | $ | -           | 

|5. | PROMISSORY NOTE PAYABLE TO RELATED PARTY                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On December 19, 2007, the Company entered into a
      promissory note whereby it borrowed $20,000. The note is unsecured,
      repayable on demand and bears interest at 10% per annum, payable annually.
      As at May 31, 2009, a total of $2,899 has been accrued as interest payable
      on the loan. During the year ended November 30, 2008, the owner of the
      company holding the promissory note became an officer and director of the
      Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6. | LOAN PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On October 1, 2008, the Company received a loan from an
      arms length party of $10,000. The loan is unsecured, repayable on demand
      and bears interest at 10% per annum, payable annually. As at May 31, 2009,
      a total of $663 has been accrued as interest payable on the
      loan.                                                                                                                                                                  

F-15

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|MAY 31, 2009                                              
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|7. | CAPITAL STOCK
|-- | -------------
|   |              
|   | a)           
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   | b)           
|   |              
|   |              

NUMBER OF
      EXERCISE
      
      
      EXPIRYWARRANTS
      PRICE
      
      
      DATE3,000,000
      $ 0.033
      
      
      September 4, 2010550,000
      $ 0.25
      
      
      April 30, 20103,550,000


F-16

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|MAY 31, 2009                                              
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|7. | CAPITAL STOCK(Continued)
|-- | ------------------------
|   |                         
|   | b)                      
|   |                         
|   |                         

| |                                     |  |           |  |   | WEIGHTED | 
| | ----------------------------------- |  | --------- |  | - | -------- | 
| |                                     |  |           |  |   | AVERAGE  | 
| |                                     |  | NUMBER OF |  |   | EXERCISE | 
| |                                     |  | WARRANTS  |  |   | PRICE    | 
| | Balance, November 30, 2006 and 2007 |  | -         |  | $ | -        | 
| | Issued                              |  | 3,000,000 |  | $ | 0.033    | 
| | Balance, November 30, 2008          |  | 3,000,000 |  | $ | 0.033    | 
| | Issued                              |  | 550,000   |  | $ | 0.25     | 
| | Balance, May 31, 2009               |  | 3,550,000 |  | $ | 0.07     | 

The fair value of the warrants issued
  during the year ended November 30, 2008 for services was measured at the award
  date using the Black-Scholes option pricing model with the following weighted
  average assumptions: expected dividend yield of 0%; average risk free interest
  rate of 4.90%; expected volatility of 162% and a term of 0.75 years.

The fair value of the warrants issued
  during the six month period ended May 31, 2009 was measured as disclosed in Note
  8.

| | c) | Stock Options                                                                      
| | -- | -----------------------------------------------------------------------------------
| |    |                                                                                    
| |    | As at May 31, 2009, the Company does not have an
      incentive stock option plan.

F-17

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|MAY 31, 2009                                              
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|8. | CONVERTIBLE NOTES
|-- | -----------------

On April 30, 2009, the Company issued
  55, $2,500 Convertible Notes (the notes) in the aggregate amount of $137,500
  due and payable on or before October 31, 2010, with interest charged at the rate
  of 10% per annum payable annually. Attached to the Notes were 550,000 share
  purchase warrants (10,000 attached to each of the 55 notes). Each warrant
  entitles the holder to purchase three shares of the Companys common stock for a
  period expiring one year from the date of issuance of the notes at an exercise
  price of $0.25 per share. At the election of the holder, the notes and interest
  accrued thereon are convertible into such number of shares of the Companys
  common stock as shall be equal to the principal amount of the convertible note
  to be converted divided by $0.05. Conversion of the notes does not affect the
  warrants.

During the year ended November 30,
  2008, the Company had received $67,500 towards the convertible notes offering.
  Prior to April 30, 2009, the Company received the remaining $70,000 towards this
  offering.

The Company has allocated the proceeds
  received between the notes and the detachable warrants on a relative fair value
  basis. The fair value of the warrants was estimated using the Black-Scholes
  option pricing model at the date of issue with the following weighted average
  assumptions: expected dividend yield of 0%; average risk free interest rate of
  0.63%; expected volatility of 229% and a term of 1.0 year. The fair value of the
  notes was estimated by multiplying the number of shares that would result from
  an immediate exercise of the conversion option, by the market price on the date
  of issue. The relative fair values of the notes and the warrants determine the
  debt discount attributable to the warrants. The result was $18,370 of the
  proceeds being allocated to the warrants and $119,130 being allocated to the
  notes. The resulting discount on the notes is amortized over the term of the
  notes to maturity such that, in the absence of any conversions, the carrying
  value of the notes at maturity would be equal to the face amount of $137,500. In
  the event of a conversion of any or all of the face amount of the notes, the
  proportionate amount of the unamortized discount as of the date of conversion is
  immediately charged to operations.

F-18

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|MAY 31, 2009                                              
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|8. | CONVERTIBLE NOTES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In accordance with the provisions of EITF Issue No. 00-27
      Application of Issue No. 98-5 to Certain Convertible Instruments
      (EITF 00-27), the Company determines any intrinsic value beneficial
      conversion feature on the notes by comparing the market price of the
      Companys common stock at issuance of the notes to the effective
      conversion price of the notes, as determined by dividing the proceeds
      allocated to the notes by the number of shares that would result from an
      immediate exercise of the conversion option. The initial beneficial
      conversion feature was determined to be $706,750; however, in accordance
      with the provisions of EITF 00-27, it is limited to the proceeds allocated
      to the notes, being $119,130. This beneficial conversion feature is
      recorded as an immediate charge to additional paid-in capital and a
      further discount on the convertible note carrying value. This further
      discount is amortized over the term of the notes to maturity. In the event
      of a conversion of any, or all of, the face amount of the notes, the
      proportionate amount of the unamortized beneficial conversion feature as
      of the date of conversion is immediately charged to operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | During the six month period ended May 31, 2009, the
      Company recorded as finance charges, $1,023 of amortization of the
      discount resulting from the allocation of proceeds to the warrants and a
      further $6,636 of the intrinsic value beneficial conversion feature,
      leaving total unamortized amounts of $129,841.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | During the six month period ended May 31, 2009, no
      amounts of principal or accrued interest were converted into shares of the
      Companys common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | During the six month period ended May 31, 2009, the
      Company paid management fees for services performed in the amount of $Nil
      (2008 - $2,800) to a former director and paid or accrued a total of
      $18,000 (2008 - $Nil) to the board of directors of
      MAC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-19

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|MAY 31, 2009                                              
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|10. | NOTES RECEIVABLE AND ADVANCES                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                
|    | The Company entered into a letter of intent dated August
      6, 2008 with Magellan Copper and Gold PLC (Magellan) to acquire 100% of
      the issued and outstanding shares of Magellan Resources PTE Ltd. and St.
      Anthony Resources PTE Ltd. (Magellan Subsidiaries). Consideration for
      the transaction will consist of the following:     
|    |                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                
|    | Pending the closing of the transaction, the Company will
      advance $35,000 per month to Magellan for payment of expenses related to
      the mineral properties held by Magellan Subsidiaries. During the year
      ended November 30, 2008, the Company advanced a total of $110,367 to
      Magellan in connection with the letter of intent.         
|    |                                                                                                                                                                                                                                                                                                                                                                
|    | On December 15, 2008, the Company decided not to pursue
      with the letter of intent and entered into an agreement with Solfotara
      Minerals Corp., a private Canadian company, whereby the Company would
      transfer their option to acquire the Magellan Subsidiaries for
      consideration as follows:                                          
|    |                                                                                                                                                                                                                                                                                                                                                                
|    | 1.    $20,000 cash payment within three
      days of the agreement date (received in February 2009); 
      2.    $30,000 note receivable due March 15, 2009 and
      free of interest; 
      3.    $50,000 note receivable due
      June 15, 2009 and free of interest; and 
      4.    250,000
      shares of common stock (received in February 2009).
|    |                                                                                                                                                                                                                                                                                                                                                                
|    | The total value attributed to the common stock received
      from Solfotara Minerals Corp. was $10,367, or approximately $0.04 per
      share.                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                
|    | During the six month period ended May 31, 2009, the
      Company and the vendor verbally amended the terms as follows:                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                
|    | 1.    $30,000 note receivable due March
      15, 2009 is now due April 15, 2009 (not received); 
      2.    $50,000 note receivable due June 15, 2009 is now
      due July 15, 2009.                                                                                                                                                                        

F-20

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|MAY 31, 2009                                              
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|11. | COMMITMENTS AND CONTRACTUAL OBLIGATIONS                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                       
|    | The Company has no significant commitments or contractual
      obligations with any parties respecting executive compensation, consulting
      arrangements or other matters. Rental of premises is on a month-to-month
      basis.
|    |                                                                                                                                                                                                                                       
|12. | SUBSEQUENT EVENTS                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                       
|    | Other than disclosed elsewhere in the financial
      statements, the Company had the following events occurring subsequent to
      the six month period ended May 31, 2009:                                                         
|    |                                                                                                                                                                                                                                       
|    | 1.                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                       
|    | 2.                                                                                                                                                                                                                                    

F-21

---

|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|------- | --------------------------------------------------------------------------------------------

Cautionary Statement Regarding Forward-Looking
Statements

Certain statements contained in this Quarterly Report
constitute "forward-looking statements. These statements, identified by words
such as plan, "anticipate, "believe, "estimate, "should, "expect" and
similar expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under the caption "Part II - Item 1A. Risk
Factors, and elsewhere in this Quarterly Report. We advise you to carefully
review the reports and documents we file from time to time with the United
States Securities and Exchange Commission (the SEC), particularly our periodic
reports filed with the SEC pursuant to the Securities Exchange Act of 1934.

OVERVIEW

We were incorporated on April 28, 2006 under the laws of the
State of Nevada.

Our business plan is to assemble a portfolio of mineral
properties with gold potential and to engage in the exploration and development
of these properties. We currently own a 100% interest in a property that we call
the Clisbako Property," which consists of ten mineral claims and is located 125
kilometers west of Quesnel, British Columbia, Canada. Our acquisition of the
Clisbako Property was completed under the terms of a purchase agreement dated
December 16, 2008 between ourselves and Bako Resources Inc. (Bako). Under the
terms of the purchase agreement, we issued to Bako 2,000,000 pre-split
(6,000,000 post-split) shares and a non-interest bearing promissory note in the
amount of $55,575 (CDN $70,000) payable on June 30, 2009. We have reached an
agreement in principle with Bako to extend the deadline for due date of the
$55,575 (CDN $70,000) promissory note to December 30, 2009. In consideration of
Bakos extension of the deadline, we have agreed to issue Bako 60,000 shares of
our common stock.

On June 4, 2009, we completed the acquisition of an option to
acquire a 100% undivided interest (the Option) in certain mineral properties
known as the Golden Snow Project in Eureka County, Nevada, the Fish Project in
Esmeralda County, Nevada and the CPG Project in Mineral County, Nevada
(collectively, the Optioned Properties). The acquisition was completed
pursuant to the terms and conditions of an assignment agreement (the Assignment
Agreement) dated May 29, 2009 among ourselves, Portal Resources Ltd. (PRL)
and Portal Resources US Inc.s (the Assignor), being the wholly owned
subsidiary of PRL, pursuant to which the Assignor assigned all of its rights and
interest in the an option agreement (the Option Agreement) dated August 28,
2008 among the Assignor, Claremont Nevada Mines LLC (Claremont), Scoonover
Exploration LLC (Scoonover) and JR Exploration LLC (JR). In consideration of
the assignment, we issued 150,000 shares of common stock to PRL.

In order to maintain and exercise the Option, we will be
required to:

|(a) | pay to Claremont:
|--- | -----------------
|    |                  
|    | (i)              
|    | (ii)             
|    | (iii)            
|    | (iv)             

3

---

|    | (v)                                                                                                                                                                                                                              | $30,000 on August 28, 2013 and each subsequent year of
      the term of the Option (the term is for ten years and may be renewed for
      an additional ten years);
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                  |                                                                                                                                                                      
|(b) | pay the annual claim maintenance fees for the Optioned
      Properties during the term of the Option; and                                                                                                                      
|    |                                                                                                                                                                                                                                  |                                                                                                                                                                      
|(c) | pay $1,000 to Claremont in conjunction with the delivery
      to Claremont of a copy of a mine plan of operations in respect of the
      Properties, or a final feasibility study in respect of the Optioned
      Properties.

Upon exercising of the Option, Claremont, Scoonover and JR will
collectively reserve a 3% net smelter royalty on the Properties. We may purchase
up to 2% of the royalty for $500,000 per 1% of the royalty.

The following sets out a summary of each of the Optioned
Properties:

|(a) | Golden Snow Project                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The Golden Snow Project consists of 233 unpatented mining
      claims and is located eight miles southwest of Eureka, Nevada. The Golden
      Snow Project is contiguous to the southern end of Staccato Golds Lookout
      Mountain property, which has identified several mineralized areas.
      Substantial exploration work has been conducted on the Golden Snow
      Project, including geological mapping, obtaining 932 soil samples and
      detailed gravity geophysical surveys. The soil sampling program identified
      numerous zones with large, coherent clusters of anomalous gold, arsenic,
      antimony, mercury, lead and barite. The detailed gravity geophysical
      surveys also identified several target zones on the Golden Snow Project
      that may contain gold and base-metal mineralization.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(b) | Fish Project                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The Fish Project consists of 58 unpatented mining claims
      located 12 miles west of the historic mining town of Tonopah, Nevada.
      Previous exploration work on the Fish Project consisted of mapping and
      collecting rock samples. The results of the rock samples ranged in values
      from <0.002 opt to 0.307 oz/ton gold, <0.01 opt to 32 oz/ton silver,
      0.01% to 32.8% zinc and <0.01% to 16.4% lead.                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(c) | CPG Project                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The CPG Project consists of 44 unpatented mining claims
      located within Mineral County, Nevada. The property hosts an early stage
      porphyry and skarn type copper-gold-molybdenum prospect where rock samples
      returned values ranging from <0.001 opt to 0.036 oz/ton gold, <0.003
      opt to 0.75 oz/ton silver, <0.005% to 13.65% copper and <0.005% to
      0.012% molybdenum.                                                                                                                                                                                                                                                                                                                                                                                                                                       

We have also staked and acquired a 100% interest in a property
called the Texada Gold Property." The Texada Gold Property is comprised of five
mineral claims and is located on Texada Island, British Columbia.

We are actively reviewing other gold potential mineral
properties for future acquisition.

4

---

RECENT CORPORATE DEVELOPMENTS

Since the filing of our Quarterly Report on Form 10-Q for the
quarter ended February 28, 2009, we experienced the following corporate
developments:

|1. | On April 30, 2009, we issued 55 units (the "Issued
      Units") under a private placement offering approved by our Board of
      Directors on August 17, 2008. Each Issued Unit is comprised of one $2,500,
      10% convertible note (each a Note) and 10,000 share purchase warrants
      (each a Warrant). The Notes are due on October 31, 2010, bearing
      interest at 10% per annum payable annually and may be converted into such
      number of shares of our common stock as shall be equal to the principal
      amount of the Note to be converted divided by $0.05. Each Warrant entitles
      the holder to purchase three shares of our common stock at an aggregate
      purchase price of $0.25 for a one year period ending April 29, 2010. This
      private placement was completed pursuant to the provisions of Regulation S
      promulgated under the Securities Act of 1933, as amended (the Securities
      Act). Upon issuance of the 55 Issued Units, our Board of Directors
      terminated the offering under this private placement.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | On May 1, 2009, our Board of Directors approved a new
      private placement offering of up to 3,000,000 units (the Private
      Placement Units) at a price of $0.20 per Private Placement Unit for gross
      proceeds of up to $600,000. Each Private Placement Unit is comprised of
      one share of our common stock and one share purchase warrant, with each
      warrant entitling the subscriber to purchase an additional share of our
      common stock for a period of one year following the date of issuance at an
      exercise price equal to $0.30 per share. The Private Placement Units
      offering will be made to persons who are not U.S. Persons as defined in
      Regulation S of the Securities Act. The proceeds of the Private Placement
      Units offering will be used to fund acquisition and exploration of mineral
      properties and for working capital purposes. There is no assurance that
      the Offering will be completed on the above terms or at all.                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | On June 4, 2009, we completed the acquisition of all of
      Portal Resources US Inc.s rights and interest in the Option Agreement.
      The details of our acquisition of the Option Agreement is set out above
      under Overview."                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | On June 18, 2009, we dismissed Williams & Webster,
      P.S. (Williams & Webster), as our independent public accountants.
      Our Board of Directors approved the dismissal of Williams &
      Webster.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5. | Also on June 18, 2009, we appointed Davidson &
      Company LLP (Davidson) as our new independent public registered
      accounting firm. Our Board of Directors approved the engagement of
      Davidson.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6. | We have reached an agreement in principle with Bako to
      extend the deadline for due date of the CDN $70,000 promissory note to
      December 30, 2009. In consideration of Bakos extension of the deadline,
      we have agreed to issue to Bako 60,000 shares of our common
  stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

5

---

PLAN OF OPERATION

Over the next twelve months, our plan of operation is to
conduct exploration work on each of our mineral properties, subject to obtaining
additional financing.

Clisbako Property

Our plan of operation for the Clisbako Property is to implement
Phase I of our exploration program on the Clisbako Property in order to assess
whether it possesses mineral reserves capable of commercial extraction. We have
not, nor has any predecessor, identified any commercially exploitable reserves
on the Clisbako Property.

Phase I of our exploration program is expected to be commenced
in the summer of 2009. However, we will require additional financing in order to
complete Phase I of our exploration program. If we are able to obtain additional
financing, Phase I of our exploration program on the Clisbako Property will
involve soil geochemical surveys, prospecting, mapping and geophysics in order
to define the Bari 1 and Bari 2 zones. We anticipate that Phase I will cost
approximately CDN $122,000 ($111,752).

Golden Snow Project, Fish Project, CPG Project and Texada
Gold Property

In the summer of 2009, we plan to retain a consulting geologist
to conduct a review of these properties in order to recommend an exploration
program to be conducted in late 2009 or early 2010. Once our consulting
geologist has provided us with their findings, we will determine whether to
proceed with an exploration program on these properties.

Under the terms of the Option Agreement, we are also required
to pay to Claremont: (i) an option payment of $10,000 by August 28, 2009; and
(ii) the Bureau of Land Management maintenance and claim fees of approximately
$32,088 by September 1, 2009. If we are unable to make these payments to
Claremont, we will lose our interest in the Golden Snow Project, Fish Project
and CPG Project.

As at May 31, 2009, we had cash on hand of $18,738.
Accordingly, we have insufficient cash on hand to proceed with our exploration
program of our properties and we will require additional financing in order to
meet our ongoing operating costs. There is no assurance that we will be able to
acquire such additional financing on terms that are acceptable to us, or at
all.

RESULTS OF OPERATIONS

Three and Six Months Summary

|                  |   | Three          |   |   | Three          |   |  |            |  |   |                |   |   |                |   |  |            | 
|----------------- | - | -------------- | - | - | -------------- | - |  | ---------- |  | - | -------------- | - | - | -------------- | - |  | ---------- | 
|                  |   | Months         |   |   | Months         |   |  | Percentage |  |   | Six Months     |   |   | Six Months     |   |  | Percentage | 
|                  |   | Ended May      |   |   | Ended May      |   |  | Increase / |  |   | Ended May      |   |   | Ended May      |   |  | Increase / | 
|                  |   | 31,
      2009 |   |   | 31,
      2008 |   |  | (Decrease) |  |   | 31,
      2009 |   |   | 31,
      2008 |   |  | (Decrease) | 
|Revenue           | $ | Nil            |   | $ | Nil            |   |  | n/a        |  | $ | Nil            |   | $ | Nil            |   |  | n/a        | 
|                  |   |                |   |   |                |   |  |            |  |   |                |   |   |                |   |  |            | 
|Expenses          |   | (69,728        | ) |   | (21,088        | ) |  | 230.7%     |  |   | (130,234       | ) |   | (39,488        | ) |  | 229.8%     | 
|                  |   |                |   |   |                |   |  |            |  |   |                |   |   |                |   |  |            | 
|Net Income (Loss) | $ | (69,728        | ) | $ | (21,088        | ) |  | 230.7%     |  | $ | (130,234       | ) | $ | (39,488        | ) |  | 229.8%     | 

Revenue

We have not earned any revenues to date. We do not anticipate
earning revenues until such time as we enter into commercial production of our
mineral properties. We are presently in the exploration stage of our business
and we can provide no assurance that we will discover commercially exploitable

6

---

levels of mineral resources on our properties, or if such
deposits are discovered, that we will enter into further substantial exploration
programs.

Expenses

Our operating expenses for the three and six months ended May
31, 2009 and 2008 consisted of the following:

|                      |   |                    |  |   |              |  |  |            |  |   | Six
      Months |  |   | Six
      Months |  |  |            | 
|--------------------- | - | ------------------ |  | - | ------------ |  |  | ---------- |  | - | ---------------- |  | - | ---------------- |  |  | ---------- | 
|                      |   | Three Months       |  |   | Three Months |  |  | Percentage |  |   | Ended            |  |   | Ended            |  |  | Percentage | 
|                      |   | Ended              |  |   | Ended        |  |  | Increase / |  |   | May 31,          |  |   | May 31,          |  |  | Increase / | 
|                      |   | May
      31, 2009 |  |   | May 31, 2008 |  |  | (Decrease) |  |   | 2009             |  |   | 2008             |  |  | (Decrease) | 
|Consulting Fees       | $ | -                  |  | $ | 100          |  |  | (100)%     |  | $ | -                |  | $ | 400              |  |  | (100)%     | 
|Depreciation Expense  |   | 126                |  |   | 127          |  |  | (0.8)%     |  |   | 252              |  |   | 253              |  |  | (0.4)%     | 
|Filing and Regulatory |   | 2,560              |  |   | 1,827        |  |  | 40.1%      |  |   | 2,750            |  |   | 2,127            |  |  | 29.3%      | 
|Finance Charges       |   | 7,659              |  |   | -            |  |  | 100%       |  |   | 7,659            |  |   | -                |  |  | 100%       | 
|Incorporation Costs   |   | -                  |  |   | -            |  |  | n/a        |  |   | 1,262            |  |   | -                |  |  | 100%       | 
|Management Fees       |   | 9,000              |  |   | -            |  |  | 100%       |  |   | 18,000           |  |   | 2,800            |  |  | 542.9%     | 
|Mineral Property      |   | 6,662              |  |   | -            |  |  | 100%       |  |   | 9,728            |  |   | -                |  |  | 100%       | 
|Exploration Costs     |   |                    |  |   |              |  |  |            |  |   |                  |  |   |                  |  |  |            | 
|Office and            |   | 9,143              |  |   | 1,911        |  |  | 378.4%     |  |   | 12,421           |  |   | 3,213            |  |  | 286.6%     | 
|Administrative        |   |                    |  |   |              |  |  |            |  |   |                  |  |   |                  |  |  |            | 
|Professional Fees     |   | 34,578             |  |   | 17,123       |  |  | 101.9%     |  |   | 78,162           |  |   | 30,695           |  |  | 154.6%     | 
|Write-off of Mineral  |   | -                  |  |   | -            |  |  | n/a        |  |   | -                |  |   | -                |  |  | n/a        | 
|Property Costs        |   |                    |  |   |              |  |  |            |  |   |                  |  |   |                  |  |  |            | 
|Total Operating       | $ | 69,728             |  | $ | 21,088       |  |  | 230.7%     |  | $ | 130,234          |  | $ | 39,488           |  |  | 229.8%     | 
|Expenses              |   |                    |  |   |              |  |  |            |  |   |                  |  |   |                  |  |  |            | 

Our operating expenses during the quarter ended May 31, 2009
totaled $69,728 compared with $21,088 during the quarter ended May 31, 2008. The
increase in our operating expenses was primarily a result of increased
management fees, mineral property exploration costs and professional fees.

Professional fees during the three months ended May 31, 2009
consisted of accounting and legal fees incurred in connection with meeting our
ongoing reporting requirements under the Exchange Act. The additional
professional fees during the three months ended May 31, 2008 primarily relate to
costs incurred in connection with our acquisition of the Optioned Properties and
meeting our ongoing reporting requirements under the Exchange Act.

Management fees relate to fees accrued to the directors of
Magellan Acquisition Corp., our wholly owned Nevada subsidiary.

Mineral property exploration costs primarily relate to fees
incurred in connection with maintaining our Clisbako Property in good
standing.

We anticipate our operating expenses will increase if we
implement our exploration program on our mineral properties.

7

---

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital           |   |                       |   |   |                            |   |  |                       | 
|------------------------- | - | --------------------- | - | - | -------------------------- | - |  | --------------------- | 
|                          |   |                       |   |   |                            |   |  | Percentage            | 
|                          |   | At
      May 31, 2009 |   |   | At
      November 30, 2008 |   |  | Increase / (Decrease) | 
|Current Assets            | $ | 109,105               |   | $ | 29,926                     |   |  | 264.6%                | 
|Current Liabilities       |   | (217,499              | ) |   | (199,605                   | ) |  | 9.0%                  | 
|Working Capital (Deficit) | $ | (108,394              | ) | $ | (169,679                   | ) |  | (36.1)%               | 

|Cash Flows                                |   |                    |   |   |                    |  
|----------------------------------------- | - | ------------------ | - | - | ------------------ | -
|                                          |   | Six Months Ended   |   |   | Six Months Ended   |  
|                                          |   | May
      31, 2009 |   |   | May
      31, 2008 |  
|Cash Flows (Used In) Operating Activities | $ | (102,108           | ) | $ | (20,630            | )
|Cash Flows From Investing Activities      |   | 20,000             |   |   | -                  |  
|Cash Flows From Financing Activities      |   | 70,920             |   |   | 20,000             |  
|Decrease In Cash During Period            | $ | (11,188            | ) | $ | (630               | )

The decrease in our working capital deficit at May 31, 2009
from our year ended November 30, 2008 is a result of the fact that we recorded a
notes receivable of $80,000 in connection with the amounts owed to us by
Solfotara Mining Corp. (Solfotara), as discussed below. This amount was
partially offset by the fact that: (i) our accounts payable increased as a
result of an increase in our total expenses; and (ii) we recorded a payable of
$55,575 in connection with our acquisition of the Clisbako Property.

During the six months ended May 31, 2009, we issued 55 units
for total proceeds of $137,500. Each unit is comprised of a $2,500, 10%
convertible note and 10,000 share purchase warrants. Upon issuance of the 55
units, we terminated the offering.

On August 6, 2008, we entered into a letter of intent with
Magellan Copper and Gold plc (Magellan) pursuant to which we intended to
acquire Magellan Resources Pte Ltd. and St. Anthony Resources Pte Ltd.
(collectively, the Magellan Singapore Subsidiaries). In connection with the
Letter of Intent, we advanced an aggregate of $110,367 to Magellan (the
Advances). However, on December 17, 2008, we relinquished any rights that we
may have had to acquire the Magellan Singapore Subsidiaries pursuant to the
terms of a purchase agreement dated for reference as of December 15, 2008 with
Solfotara, Magellan and Magellan Acquisition Corp. (MAC), our wholly owned
subsidiary. Under the terms of this purchase agreement, Solfotara issued 250,000
of its shares (the Shares) to MAC and agreed to repay the Advances to MAC as
follows: (i) $20,000 within three days of signing the agreement (which amount
has been paid); (ii) $30,000 on April 15, 2009; and (iii) $50,000 on June 15,
2009. In consideration of the Shares and the above payments, we relinquished any
rights that we may have had to acquire Magellan Singapore Subsidiaries and
assigned to Solfotara our right to be repaid the Advances. We have not been paid
the $30,000 due on April 15, 2009 or the $50,000 due on June 15, 2009.
Accordingly, we are consulting with legal counsel and intend to pursue legal
action in order to collect the amounts due to us.

Future Financings

As at May 31, 2009, we had cash on hand of $18,738. Currently,
we do not have sufficient financial resources to complete our plan of operation
for the next twelve months. We have not earned any revenues to date and we do
not anticipate earning revenues in the near future. As such, our ability to
complete our plan of operation is dependent upon our ability to obtain
substantial financing in the near

8

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term. Any future financing that we obtain is expected to be in
the form of sales of our equity securities. If we are successful in completing
any equity financings, of which there is no assurance, our existing shareholders
will experience a dilution of their interest in our company. There is a
substantial doubt that we will be able to obtain financing in an amount that is
sufficient to enable us to complete our proposed plan of operation. If we are
not successful in raising sufficient financing, we will not be able to complete
our plan of operation. We do not have any specific alternatives to our current
plan of operation and have not planned for any such contingency. If we are not
successful in raising sufficient financing, our business may fail and our
shareholders may lose all or part of their investment.

On May 1, 2009, our Board of Directors approved a private
placement offering of up to 3,000,000 units (the Private Placement Units) at a
price of $0.20 per Private Placement Unit for gross proceeds of up to $600,000.
Each Private Placement Unit is comprised of one share of our common stock and
one share purchase warrant, with each warrant entitling the subscriber to
purchase an additional share of our common stock for a period of one year
following the date of issuance at an exercise price equal to $0.30 per share.
This offering of Private Placement Units will be made to investors who are not
U.S. Persons as defined in Regulation S. As of May 31, 2009, we had not
received any proceeds under this offering, and have not issued any securities
under this offering. There are no assurances that any units will be sold under
this offering.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are disclosed in the notes
to our audited financial statements for the year ended November 30, 2008
included in our Annual Report on Form 10-K filed with the SEC on March 13,
2009.

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations.

Use of Estimates

The preparation of financial statements, in conformity with
generally accepted accounting principles, requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying disclosures. Actual results may differ from the estimates.

Exploration Stage Enterprise

Our financial statements are prepared using the accrual method
of accounting and according to the provisions of Statement of Financial
Accounting Standards No. 7 (SFAS 7), Accounting and Reporting for Development
Stage Enterprises, as we devote substantially all of our efforts to acquiring
and exploring mineral properties. Until such properties are acquired and
developed, we will continue to prepare our financial statements and related
disclosures in accordance with entities in the exploration stage.

Mineral Property Interests

We are an exploration stage mining company and have not yet
realized any revenue from our operations. We are primarily engaged in the
acquisition, exploration and development of mining

9

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properties. Exploration costs are expensed as incurred
regardless of the stage of development or existence of reserves. Costs of
acquisition are capitalized subject to impairment testing, in accordance with
Financial Accounting Standards 144 (SFAS 144), Accounting for the Impairment
or Disposal of Long-Lived Assets, when facts and circumstances indicate
impairment may exist.

We regularly perform evaluations of any investment in mineral
properties to assess the recoverability and/or the residual value of our
investments in these assets. All long-lived assets are reviewed for impairment
whenever events or circumstances change which indicate the carrying amount of an
asset may not be recoverable.

Management periodically reviews the carrying value of our
investments in mineral leases and claims with internal and external mining
related professionals. A decision to abandon, reduce or expand a specific
project is based upon many factors including general and specific assessments of
mineral deposits, anticipated future mineral prices, anticipated future costs of
exploring, developing and operating a production mine, the expiration term and
ongoing expenses of maintaining mineral properties and the general likelihood
that we will continue exploration on such project. We do not set a
pre-determined holding period for properties with unproven deposits; however,
properties which have not demonstrated suitable metal concentrations at the
conclusion of each phase of an exploration program are re-evaluated to determine
if future exploration is warranted, whether there has been any impairment in
value and that their carrying values are appropriate.

If an area of interest is abandoned or it is determined that
its carrying value cannot be supported by future production or sale, the related
costs are charged against operations in the year of abandonment or determination
of value. The amounts recorded as mineral leases and claims represent costs to
date and do not necessarily reflect present or future values.

Our exploration activities are subject to various laws and
regulations governing the protection of the environment. These laws are
continually changing, generally becoming more restrictive. We have made, and
expect to make in the future, expenditures to comply with such laws and
regulations.

The accumulated costs of properties that are developed on the
stage of commercial production will be amortized to operations through
unit-of-production depletion.

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK.
|------- | -----------------------------------------------------------------

Not Applicable.

|ITEM 4T. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of May 31, 2009 (the Evaluation Date). This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were not effective as of the Evaluation Date
as a result of the material weaknesses in internal control over financial
reporting discussed in our Annual Report on Form 10-K for the year ended
November 30, 2008 (the 2008 Annual Report).

10

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Disclosure controls and procedures are those controls and
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act are recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over
financial reporting was not effective and that there were material weaknesses as
identified in the 2008 Annual Report, we believe that our financial statements
contained in our Quarterly Report on Form 10-Q for the quarter ended May 31,
2009 fairly present our financial condition, results of operations and cash
flows in all material respects

Changes in Internal Controls

There were no changes in our internal control over financial
reporting during the quarter ended May 31, 2009 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.

11

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PART II - OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

None.

|ITEM 1A. | RISK FACTORS.
|-------- | -------------

The following are some of the important factors that could
affect our financial performance or could cause actual results to differ
materially from estimates contained in our forward-looking statements. We may
encounter risks in addition to those described below. Additional risks and
uncertainties not currently known to us, or that we currently deem to be
immaterial, may also impair or adversely affect our business, financial
condition or results of operation.

If we do not obtain additional financing, our business will
fail.

As of May 31, 2009, we had cash on hand in the amount of
$18,738 and a working capital deficit of $108,394. Our plan of operation calls
for significant expenses in connection with the exploration and development of
our mineral properties, particularly the Clisbako Property, and to meet our
obligations under the Option Agreement to acquire the Golden Snow Project, Fish
Project and CPG Project. On May 1, 2009, our Board of Directors approved a
private placement offering of up to 3,000,000 units (the Units) at a price of
$0.20 per Unit for gross proceeds of up to $600,000. Each Unit is comprised of
one share of our common stock and one share purchase warrant, with each warrant
entitling the subscriber to purchase an additional share of our common stock for
a period of one year following the date of issuance at an exercise price equal
to $0.30 per share. This offering of Units will be made to investors who are not
U.S. Persons as defined in Regulation S. As of May 31, 2009, we had not
received any proceeds under this offering, and have not issued any securities
under this offering. There are no assurances that any units will be sold under
this offering.

Obtaining additional financing would be subject to a number of
factors outside of our control, including market conditions and additional costs
and expenses that might exceed current estimates. These factors may make the
timing, amount, terms or conditions of additional financing unavailable to us in
which case we will be unable to complete our plan of operation on our mineral
properties and to meet our obligations under the Option Agreement.

We have yet to earn revenue and our ability to sustain our
operations is dependent on our ability to raise financing. As a result, our
accountants believe there is substantial doubt about our ability to continue as
a going concern.

We have a cumulative net loss of $397,769 for the period from
our inception on April 28, 2006 to May 31, 2009, and have no revenues to date.
Our future is dependent upon our ability to obtain financing. Our former
auditors have expressed substantial doubt about our ability to continue as a
going concern given our accumulated losses. This opinion could materially limit
our ability to raise additional funds by issuing new debt or equity securities
or otherwise. If we fail to raise sufficient capital, we will not be able to
complete our business plan. As a result, we may have to liquidate our business
and investors may lose their investment. Investors should consider our former
auditor's comments when determining if an investment in us is suitable.

12

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Because of the unique difficulties and uncertainties
inherent in mineral exploration ventures, we face a high risk of business
failure.

Investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of failure of
such enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.

We have no known mineral reserves and if we cannot find any,
we will have to cease operations.

We have no mineral reserves. If we do not find a mineral
reserve containing gold or if we cannot explore the mineral reserve, either
because we do not have the money to do it or because it will not be economically
feasible to do it, we will have to cease operations and you will lose your
investment. Mineral exploration, particularly for gold, is highly speculative.
It involves many risks and is often non-productive. Even if we are able to find
mineral reserves on our properties, our production capability is subject to
further risks including:

- Costs of bringing the property into production including exploration work,
  preparation of production feasibility studies, and construction of production
  facilities, all of which we have not budgeted for;
- Availability and costs of financing;
- Ongoing costs of production; and
- Environmental compliance regulations and restraints.

The marketability of any minerals acquired or discovered may be
affected by numerous factors which are beyond our control and which cannot be
accurately predicted, such as market fluctuations, the lack of milling
facilities and processing equipment near our mineral properties, and such other
factors as government regulations, including regulations relating to allowable
production, importing and exporting of minerals, and environmental
protection.

Given the above noted risks, the chances of finding reserves on
our mineral properties are remote and funds expended on exploration will likely
be lost.

Even if we discover proven reserves of precious metals on
our mineral properties, we may not be able to successfully commence commercial
production.

Our mineral properties do not contain any known bodies of ore.
If our exploration programs are successful in discovering proven reserves on our
mineral properties, we will require additional funds in order to place the
mineral properties into commercial production. The expenditures to be made by us
in the exploration of mineral properties in all probability will be lost as it
is an extremely remote possibility that the mineral claims will contain proven
reserves. If our exploration programs are successful in discovering proven
reserves, we will require additional funds in order to place the mineral
properties into commercial production. The funds required for commercial mineral
production can range from several millions to hundreds of millions. We currently
do not have sufficient funds to place our mineral claims into commercial
production. Obtaining additional financing would be subject to a number of
factors, including the market price for gold and the costs of exploring for or
mining these materials. These factors may make the timing, amount, terms or
conditions of additional financing unavailable to us. Because we will need
additional financing to fund our exploration activities there is substantial
doubt about our ability to continue as a going concern. At this time, there is a
risk that we will not be able to obtain such financing as and when needed.

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We face significant competition in the mineral exploration
industry.

We compete with other mining and exploration companies
possessing greater financial resources and technical facilities than we do in
connection with the acquisition of mineral exploration claims and leases on
precious metal prospects and in connection with the recruitment and retention of
qualified personnel. There is significant competition for precious metals and,
as a result, we may be unable to acquire an interest in attractive mineral
exploration properties on terms we consider acceptable on a continuing
basis.

Because our sole executive officer does not have formal
training specific to the technicalities of mineral exploration, there is a
higher risk that our business will fail.

Richard W. Donaldson, our sole executive officer, does not have
any formal training as a geologist or in the technical aspects of managing a
mineral exploration company. With the exception of Bryan H. Wilson, a director,
our management may not be fully aware of the specific requirements related to
working within this industry. As such, the loss of Mr. Wilsons services could
cause irreparable harm to our operations, earnings, and ultimate financial
success could suffer irreparable harm due to management's lack of experience in
this industry.

Because the prices of metals fluctuate, if the price of
metals for which we are exploring decreases below a specified level, it may no
longer be profitable to explore for those metals and we will cease
operations.

Prices of metals are determined by such factors as expectations
for inflation, the strength of the United States dollar, global and regional
supply and demand, and political and economic conditions and production costs in
metals producing regions of the world. The aggregate effect of these factors on
metal prices is impossible for us to predict. In addition, the prices of
precious metals are sometimes subject to rapid short-term and/or prolonged
changes because of speculative activities. The current demand for and supply of
these metals affect the metal prices, but not necessarily in the same manner as
current supply and demand affect the prices of other commodities. The supply of
these metals primarily consists of new production from mining. If the prices of
the metals are, for a substantial period, below our foreseeable cost of
production, we could cease operations and investors could lose their entire
investment.

We may conduct further offerings in the future in which case
investors shareholdings will be diluted.

We are currently offering units (common stock and share
purchase warrant) for gross proceeds of up to $600,000. Since our inception, we
have relied on such equity sales of our common stock to fund our operations. We
may conduct further equity offerings in the future to finance our current
projects or to finance subsequent projects that we decide to undertake. If
common stock is issued in return for additional funds, the price per share could
be lower than that paid by our current stockholders. We anticipate continuing to
rely on equity sales of our common stock in order to fund our business
operations. If we issue additional stock, the interests of existing shareholders
will be diluted.

The quotation price of our common stock may be volatile,
with the result that an investor may not be able to sell any shares acquired at
a price equal to or greater than the price paid by the investor.

Our common shares are quoted on the OTC Bulletin Board under
the symbol "PNGM. Companies quoted on the OTC Bulletin Board have traditionally
experienced extreme price and volume fluctuations. In addition, our stock price
may be adversely affected by factors that are unrelated or

14

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disproportionate to our operating performance. Market
fluctuations, as well as general economic, political and market conditions such
as recessions, interest rates or international currency fluctuations may
adversely affect the market price of our common stock. As a result of this
potential volatility and potential lack of a trading market, an investor may not
be able to sell any of our common stock that they acquire that a price equal or
greater than the price paid by the investor.

Because our stock is a penny stock, shareholders will be
more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or quotation system.
Because our securities constitute penny stocks within the meaning of the
rules, the rules apply to us and to our securities. The rules may further affect
the ability of owners of shares to sell our securities in any market that might
develop for them. As long as the trading price of our common stock is less than
$5.00 per share, the common stock will be subject to Rule 15g-9 under the
Exchange Act. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock, to deliver a standardized risk disclosure document
prepared by the SEC, that:

|1. | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                          
|2. | contains a description of the brokers or dealers duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation to such duties or other requirements of
      securities laws;
|   |                                                                                                                                                                                                                                          
|3. | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
|   |                                                                                                                                                                                                                                          
|4. | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       
|   |                                                                                                                                                                                                                                          
|5. | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                                                                                                             
|   |                                                                                                                                                                                                                                          
|6. | contains such other information and is in such form,
      including language, type, size and format, as the SEC shall require by
      rule or regulation.                                                                              

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customers account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchasers written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for our stock.

15

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|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND
      USE OF PROCEEDS.
|------- | ------------------------------------------------------------------

Other than as disclosed in our Current Reports on Form 8-K, we
have not completed any unregistered sales of equity securities.

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES.
|------- | --------------------------------

None.

|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS.
|------- | ----------------------------------------------------------

None.

|ITEM 5. | OTHER INFORMATION.
|------- | ------------------

None.

|ITEM 6. | EXHIBITS.
|------- | ---------

|Exhibit |                                                                                                                                                                 
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                         
|3.1     | Articles of Incorporation.(1)                                                                                                                                   
|3.2     | Certificate of Change Pursuant to NRS 78.209 increasing
      the authorized capital of common stock to 300,000,000 shares, par value
      $0.001 per share.(5)
|3.3     | Bylaws, as amended.(1)                                                                                                                                          
|4.1     | Specimen Stock Certificate.(1)                                                                                                                                  
|10.1    | Purchase Agreement dated June 16, 2006 between the
      Company and Kimberly Sinclair.(1)                                                                      
|10.2    | Loan Agreement dated December 19, 2007 between the
      Company (as the borrower) and Kahala Financial Corp. (as the
      lender).(2)                         
|10.3    | Purchase Agreement dated December 15, 2008 among Magellan
      Acquisition Corp., Solfotara Mining Corp. and Magellan Copper and Gold
      plc.(4)            
|10.4    | Purchase Agreement dated December 16, 2008 between the
      Company and Bako Resources Inc.(4)                                                                 
|10.5    | Assignment Agreement dated May 29, 2009 among the
      Company, Portal Resources US Inc. and Portal Resources Ltd.(6)                                          
|14.1    | Code of Ethics.(3)                                                                                                                                              
|31.1    | Certification of Chief Executive Officer and Chief
      Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.            
|32.1    | Certification of Chief Executive Officer and Chief
      Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.            

|Notes |                                                                                                         
|----- | --------------------------------------------------------------------------------------------------------
|(1)   | Previously filed as an exhibit to our
      Registration Statement on Form SB-2 filed on April 24, 2007.
|(2)   | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on December 26, 2007.      
|(3)   | Previously filed as an exhibit to our Annual
      Report on Form 10-KSB filed on March 6, 2008.        
|(4)   | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on December 22, 2008.      
|(5)   | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on April 17, 2009.         
|(6)   | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on June 2, 2009.           

16

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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.

|      |               |  |     | PENGRAM CORPORATION                                    
|----- | ------------- |  | --- | -------------------------------------------------------
|      |               |  |     |                                                        
|      |               |  |     |                                                        
|      |               |  |     |                                                        
|Date: | July 15, 2009 |  | By: | /s/
      Richard W. Donaldson                         
|      |               |  |     | RICHARD W. DONALDSON                                   
|      |               |  |     | Chief Executive Officer, Chief Financial
      Officer,
|      |               |  |     | President, Secretary, Treasurer,                       
|      |               |  |     | (Principal Executive Officer                           
|      |               |  |     | and Principal Accounting Officer)                      

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