---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 February 28,
2011

[ ] 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 (§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
April 18, 2011, the Issuer had 58,264,344 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 months ended February 28, 2011
are not necessarily indicative of the results that can be expected for the year
ending November 30, 2011.

As used in this Quarterly Report, the terms "we, "us, "our,
Pengram and the Company mean Pengram Corporation and its subsidiaries,
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)

FIRST QUARTER CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2011(Unaudited) 
    (Stated in U.S.
    Dollars)

---

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

|                                                                                                                                                                                                            |   | FEBRUARY 28 |   |   | NOVEMBER 30 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                                                                                                                                                                            |   | 2011        |   |   | 2010        |  
|                                                                                                                                                                                                            |   |             |   |   |             |  
|ASSETS                                                                                                                                                                                                      |   |             |   |   |             |  
|                                                                                                                                                                                                            |   |             |   |   |             |  
|Current                                                                                                                                                                                                     |   |             |   |   |             |  
|Cash                                                                                                                                                                                                        | $ | 1,028       |   | $ | 353         |  
|Total Current Assets                                                                                                                                                                                        |   | 1,028       |   |   | 353         |  
|                                                                                                                                                                                                            |   |             |   |   |             |  
|Long-term Investment(Note 3)                                                                                                                                                                                |   | 10,367      |   |   | 10,367      |  
|Mineral Property Acquisition Costs(Note 4)                                                                                                                                                                  |   | 396,887     |   |   | 412,875     |  
|                                                                                                                                                                                                            |   |             |   |   |             |  
|Total
      Assets                                                                                                                                                                                          | $ | 408,282     |   | $ | 423,595     |  
|                                                                                                                                                                                                            |   |             |   |   |             |  
|LIABILITIES                                                                                                                                                                                                 |   |             |   |   |             |  
|                                                                                                                                                                                                            |   |             |   |   |             |  
|Current                                                                                                                                                                                                     |   |             |   |   |             |  
|Accounts
      payable and accrued liabilities                                                                                                                                                              | $ | 384,336     |   | $ | 340,915     |  
|Amounts due to related
      parties (Note 11)                                                                                                                                                              |   | 59,510      |   |   | 49,000      |  
|Amount
      due to shareholder                                                                                                                                                                             |   | 1,920       |   |   | 1,920       |  
|Promissory notes payable
      (Notes 4 and 5)                                                                                                                                                              |   | 83,486      |   |   | 96,248      |  
|Promissory notes payable to related parties (Note 6)                                                                                                                                                        |   | 26,395      |   |   | 25,901      |  
|Loan payable (Note 7)                                                                                                                                                                                       |   | 7,148       |   |   | 7,015       |  
|Unit
      subscriptions received (Note 9)                                                                                                                                                                  |   | 14,965      |   |   | 14,965      |  
|Total Current Liabilities                                                                                                                                                                                   |   | 577,760     |   |   | 535,964     |  
|                                                                                                                                                                                                            |   |             |   |   |             |  
|STOCKHOLDERS DEFICIENCY                                                                                                                                                                                    |   |             |   |   |             |  
|                                                                                                                                                                                                            |   |             |   |   |             |  
|Capital Stock(Note 10)                                                                                                                                                                                      |   |             |   |   |             |  
|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: 
                      
      58,264,344 at February 28, 2011 and 
                      
      57,737,144 common shares as at November 30, 2010                                                    |   | 58,264      |   |   | 57,737      |  
|Units and Share Subscriptions Received In Advance                                                                                                                                                           |   | -           |   |   | 26,360      |  
|Additional Paid-In Capital                                                                                                                                                                                  |   | 869,285     |   |   | 851,852     |  
|Share Purchase Warrants(Note 10)                                                                                                                                                                            |   | 30,150      |   |   | 21,750      |  
|Deficit Accumulated During The
      Exploration Stage                                                                                                                                                      |   | (1,127,177  | ) |   | (1,070,068  | )
|Total Stockholders Deficiency                                                                                                                                                                              |   | (169,478    | ) |   | (112,369    | )
|                                                                                                                                                                                                            |   |             |   |   |             |  
|Total
      Liabilities And Stockholders Deficiency                                                                                                                                                        | $ | 408,282     |   | $ | 423,595     |  

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

---

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

|                                                           |   |             |   |   |             |   |   | CUMULATIVE |  
|---------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ---------- | -
|                                                           |   |             |   |   | PERIOD FROM |  
|                                                           |   | THREE       |   |   | INCEPTION   |  
|                                                           |   | MONTHS      |   |   | APRIL 28    |  
|                                                           |   | ENDED       |   |   | 2006 TO     |  
|                                                           |   | FEBRUARY 28 |   |   | FEBRUARY 28 |  
|                                                           |   | 2011        |   |   | 2010        |   |   | 2011       |  
|                                                           |   |             |   |   |             |   |   |            |  
|Expenses                                                   |   |             |   |   |             |   |   |            |  
|Bank charges and interest                                  | $ | 3,149       |   | $ | 5,212       |   | $ | 44,206     |  
|Consulting fees                                            |   | 12,300      |   |   | -           |   |   | 43,776     |  
|Depreciation                                               |   | -           |   |   | 126         |   |   | 1,516      |  
|Filing
      and regulatory                                |   | 1,223       |   |   | 879         |   |   | 19,703     |  
|Finance charges                                            |   | -           |   |   | 22,603      |   |   | 137,500    |  
|Incorporation costs                                        |   | -           |   |   | -           |   |   | 3,382      |  
|Investor relations                                         |   | -           |   |   | -           |   |   | 15,800     |  
|Management fees                                            |   | 9,000       |   |   | 9,000       |   |   | 137,600    |  
|Mineral
      property exploration costs (recovery)        |   | (2,393      | ) |   | 1,569       |   |   | 97,354     |  
|Office
      and administrative                            |   | 5,623       |   |   | 3,420       |   |   | 71,936     |  
|Professional fees                                          |   | 27,845      |   |   | 33,051      |   |   | 543,034    |  
|Recovery
      on mineral property                         |   | -           |   |   | -           |   |   | (18,377    | )
|Travel                                                     |   | -           |   |   | -           |   |   | 16,341     |  
|Website
      design                                       |   | 362         |   |   | 3,500       |   |   | 4,406      |  
|Write-off of mineral
      property costs                  |   | -           |   |   | -           |   |   | 9,000      |  
|                                                           |   |             |   |   |             |   |   |            |  
|Net Loss For
      The Period                              | $ | (57,109     | ) | $ | (79,360     | ) | $ | (1,127,177 | )
|                                                           |   |             |   |   |             |   |   |            |  
|                                                           |   |             |   |   |             |   |   |            |  
|Basic And Diluted Loss Per Share                           | $ | (0.01       | ) | $ | (0.01       | ) |   |            |  
|                                                           |   |             |   |   |             |   |   |            |  
|Weighted Average Number Of Common Shares
      Outstanding |   | 57,795,722  |   |   | 54,207,144  |   |   |            |  

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

---

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

|                                                                              |   |             |   |   |             |   |   | CUMULATIVE  |  
|----------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                                              |   |             |   |   |             |   |   | PERIOD FROM |  
|                                                                              |   | THREE       |   |   | INCEPTION   |  
|                                                                              |   | MONTHS      |   |   | APRIL 28    |  
|                                                                              |   | ENDED       |   |   | 2006 TO     |  
|                                                                              |   | FEBRUARY 28 |   |   | FEBRUARY 28 |  
|                                                                              |   | 2011        |   |   | 2010        |   |   | 2011        |  
|                                                                              |   |             |   |   |             |   |   |             |  
|Cash Provided By (Used In):                                                   |   |             |   |   |             |   |   |             |  
|Operating Activities                                                          |   |             |   |   |             |   |   |             |  
|Net loss
      for the period                                                 | $ | (57,109     | ) | $ | (79,360     | ) | $ | (1,127,177  | )
|Adjustment for items not
      affecting cash:                                |   |             |   |   |             |   |   |             |  
|Depreciation                                                                  |   | -           |   |   | 126         |   |   | 1,516       |  
|Finance charges on convertible notes                                          |   | -           |   |   | 22,603      |   |   | 137,500     |  
|Foreign exchange                                                              |   | -           |   |   | 671         |   |   | 11,369      |  
|Recovery of mineral property                                                  |   | -           |   |   | -           |   |   | (18,377     | )
|Accrued interest expense                                                      |   | 3,026       |   |   | 5,003       |   |   | 41,311      |  
|Write-off of mineral property costs                                           |   | -           |   |   | -           |   |   | 9,000       |  
|Changes
      in non-cash operating working capital items:                    |   |             |   |   |             |   |   |             |  
|Accounts payable and accrued liabilities                                      |   | 42,871      |   |   | 27,449      |   |   | 359,664     |  
|Amounts due to related parties                                                |   | 10,510      |   |   | 6,000       |   |   | 59,510      |  
|                                                                              |   | (702        | ) |   | (17,508     | ) |   | (525,684    | )
|Investing Activities                                                          |   |             |   |   |             |   |   |             |  
|Advances                                                                      |   | -           |   |   | -           |   |   | (10,367     | )
|Mineral
      property acquisition costs                                      |   | -           |   |   | (38,000     | ) |   | (84,075     | )
|Recovery of mineral
      property costs                                      |   | 15,988      |   |   | -           |   |   | 133,065     |  
|Purchase
      of computer equipment                                          |   | -           |   |   | -           |   |   | (1,516      | )
|                                                                              |   | 15,988      |   |   | (38,000     | ) |   | 37,107      |  
|Financing Activities                                                          |   |             |   |   |             |   |   |             |  
|Issuance of convertible
      notes                                           |   | -           |   |   | -           |   |   | 137,500     |  
|Issuance
      of common stock                                                |   | -           |   |   | -           |   |   | 278,981     |  
|Finders fees                                                                 |   | -           |   |   | -           |   |   | (5,042      | )
|Units and
      share subscriptions received in advance                       |   | -           |   |   | 10,000      |   |   | 43,825      |  
|Advance on promissory
      note payable                                      |   | -           |   |   | 75,000      |   |   | 75,000      |  
|Repayment
      of promissory note                                            |   | (14,611     | ) |   | -           |   |   | (67,969     | )
|Promissory note payable
      to related party                                |   | -           |   |   | -           |   |   | 27,000      |  
|Repayment
      of promissory notes payable to related parties                |   | -           |   |   | -           |   |   | (7,000      | )
|Advance on loan payable                                                       |   | -           |   |   | -           |   |   | 5,390       |  
|Advance
      on amount due to shareholder                                    |   | -           |   |   | -           |   |   | 1,920       |  
|                                                                              |   | (14,611     | ) |   | 85,000      |   |   | 489,605     |  
|                                                                              |   |             |   |   |             |   |   |             |  
|Increase In Cash                                                              |   | 675         |   |   | 29,492      |   |   | 1,028       |  
|                                                                              |   |             |   |   |             |   |   |             |  
|Cash, Beginning Of Period                                                     |   | 353         |   |   | 3,711       |   |   | -           |  
|                                                                              |   |             |   |   |             |   |   |             |  
|Cash, End Of
      Period                                                     | $ | 1,028       |   | $ | 33,203      |   | $ | 1,028       |  
|                                                                              |   |             |   |   |             |   |   |             |  
|Supplemental Disclosure Of Cash Flow Information                              |   |             |   |   |             |   |   |             |  
|Cash paid
      during the period for:                                        |   |             |   |   |             |   |   |             |  
|Interest                                                                      | $ | -           |   | $ | -           |   | $ | 400         |  
|Income taxes                                                                  | $ | -           |   | $ | -           |   | $ | -           |  
|                                                                              |   |             |   |   |             |   |   |             |  
|Non-Cash Financing And Investing
      Activities                             |   |             |   |   |             |   |   |             |  
|Shares received from
      Solfotara Minerals Corp. (Note 3)                  | $ | -           |   | $ | -           |   | $ | 10,367      |  
|Shares
      issued for mineral property acquisition costs (Note 4)           | $ | -           |   | $ | -           |   | $ | 379,900     |  
|Promissory note payable
      for mineral property acquisition costs (Note 4) | $ | -           |   | $ | -           |   | $ | 56,600      |  
|Shares
      issued on conversion of convertible note (Note 10)               | $ | -           |   | $ | -           |   | $ | 137,500     |  
|Shares issued from funds received in advance (Note 10)                        | $ | 26,360      |   | $ | -           |   | $ | 26,360      |  

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

---

|PENGRAM CORPORATION                                            
|---------------------------------------------------------------
|(An Exploration Stage Company)                                 
|                                                               
|STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY)                
|                                                               
|PERIOD FROM INCEPTION APRIL 28, 2006 TO FEBRUARY 28,
      2011
|(Unaudited)                                                    
|(Stated in U.S. Dollars)                                       

|                                                         |  |              |  |   |          |  |   |                  |   |   |            |   |   |             |   |   | DEFICIT     |   |   |          |  
|-------------------------------------------------------- |  | ------------ |  | - | -------- |  | - | ---------------- | - | - | ---------- | - | - | ----------- | - | - | ----------- | - | - | -------- | -
|                                                         |  |              |  |   |          |  |   |                  |   |   |            |   |   |             |   |   | ACCUMULATED |   |   |          |  
|                                                         |  |              |  |   |          |  |   | SHARE            |   |   |            |   |   |             |   |   | DURING      |   |   |          |  
|                                                         |  |              |  |   |          |  |   | SUBSCRIPTIONS    |   |   | ADDITIONAL |   |   | SHARE       |   |   | THE         |   |   |          |  
|                                                         |  | COMMON STOCK |  |   | RECEIVED |  |   | PAID-IN          |   |   | PURCHASE   |   |   | EXPLORATION |   |   |             |  
|                                                         |  | SHARES       |  |   | AMOUNT   |  |   | IN
      ADVANCE |   |   | CAPITAL    |   |   | 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 at $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      |  | -            |  |   | -        |  |   | -                |   |   | 90,021     |   |   | 47,479      |   |   | -           |   |   | 137,500  |  
|Stock issued under assignment agreement                  |  | 150,000      |  |   | 150      |  |   | -                |   |   | 37,350     |   |   | -           |   |   | -           |   |   | 37,500   |  
|Stock issued pursuant to extension agreement             |  | 60,000       |  |   | 60       |  |   | -                |   |   | 35,940     |   |   | -           |   |   | -           |   |   | 36,000   |  
|Share subscriptions received in advance                  |  | -            |  |   | -        |  |   | 2,500            |   |   | -          |   |   | -           |   |   | -           |   |   | 2,500    |  
|Net loss for the year                                    |  | -            |  |   | -        |  |   | -                |   |   | -          |   |   | -           |   |   | (375,580    | ) |   | (375,580 | )
|Balance, November 30, 2009                               |  | 54,207,144   |  |   | 54,207   |  |   | 2,500            |   |   | 582,595    |   |   | 83,179      |   |   | (643,115    | ) |   | 79,366   |  
|                                                         |  |              |  |   |          |  |   |                  |   |   |            |   |   |             |   |   |             |   |   |          |  
|Units issued for cash at $0.10                           |  | 600,000      |  |   | 600      |  |   | -                |   |   | 37,650     |   |   | 21,750      |   |   | -           |   |   | 60,000   |  
|Finders fees                                            |  | -            |  |   | -        |  |   | -                |   |   | (5,042     | ) |   | -           |   |   | -           |   |   | (5,042   | )
|Exercise of warrants                                     |  | 150,000      |  |   | 150      |  |   | (2,500           | ) |   | 12,350     |   |   | -           |   |   | -           |   |   | 10,000   |  
|Expiry of warrants                                       |  | -            |  |   | -        |  |   | -                |   |   | 83,179     |   |   | (83,179     | ) |   | -           |   |   | -        |  
|Conversion of convertible notes                          |  | 2,750,000    |  |   | 2,750    |  |   | -                |   |   | 134,750    |   |   | -           |   |   | -           |   |   | 137,500  |  
|Stock issued under assignment agreement                  |  | 30,000       |  |   | 30       |  |   | -                |   |   | 6,370      |   |   | -           |   |   | -           |   |   | 6,400    |  
|Share subscriptions received in advance                  |  | -            |  |   | -        |  |   | 26,360           |   |   | -          |   |   | -           |   |   | -           |   |   | 26,360   |  
|Net loss for the year                                    |  | -            |  |   | -        |  |   | -                |   |   | -          |   |   | -           |   |   | (426,953    | ) |   | (426,953 | )
|Balance, November 30, 2010                               |  | 57,737,144   |  |   | 57,737   |  |   | 26,360           |   |   | 851,852    |   |   | 21,750      |   |   | (1,070,068  | ) |   | (112,369 | )
|                                                         |  |              |  |   |          |  |   |                  |   |   |            |   |   |             |   |   |             |   |   |          |  
|Units issued for cash at $0.05                           |  | 527,200      |  |   | 527      |  |   | (26,360          | ) |   | 17,433     |   |   | 8,400       |   |   | -           |   |   | -        |  
|Net loss for the period                                  |  | -            |  |   | -        |  |   | -                |   |   | -          |   |   | -           |   |   | (57,109     | ) |   | (57,109  | )
|                                                         |  |              |  |   |          |  |   |                  |   |   |            |   |   |             |   |   |             |   |   |          |  
|Balance, February 28, 2011                               |  | 58,264,344   |  | $ | 58,264   |  | $ | -                |   | $ | 869,285    |   | $ | 30,150      |   | $ | (1,127,177  | ) | $ | (169,478 | )

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

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(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, 2010. 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, 2010, has been omitted. The results of operations for the three
  month period ended February 28, 2011 are not necessarily indicative of results
  for the entire fiscal year ending November 30, 2011.

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.

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 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 $1,127,177 for the period from April
      28, 2006 (inception) to February 28, 2011, and has no revenues. These
      factors raise substantial doubt about the Companys ability to continue as
      a going concern. 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

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

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

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

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

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

FEBRUARY 28
      
      
      NOVEMBER 302011
      
      
      2010Share purchase warrants
      
      1,127,200
      
      
      600,000


| | k) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The Company uses an asset and liability approach for
      financial accounting and reporting on income taxes. If it is more likely
      than not that some portion or all of a deferred tax asset will not be
      realized, a valuation allowance is recognized.                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | l) | Impairment of Long-Lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The Company records impairment losses on long-lived
      assets used in operations when indicators of impairment are present and
      the undiscounted cash flows estimated to be generated by those assets are
      less than the assets carrying amount. In such cases, the amount of the
      impairment is determined based on the relative fair values of the impaired
      assets. The Company tests the recoverability of the assets whenever events
      or changes in circumstances indicate that its carrying amount may not be
      recoverable.

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | m)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | n)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | 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 did not have any fair
  value adjustments for assets and liabilities measured at fair value on a
  nonrecurring basis during the three month period ended February 28, 2011.

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

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

| |                                                          |   |             |  |   | QUOTED        |  |   | SIGNIFICANT   |  |   |              | 
| | -------------------------------------------------------- | - | ----------- |  | - | ------------- |  | - | ------------- |  | - | ------------ | 
| |                                                          |   | FAIR VALUE  |  |   | PRICES        |  |   | OTHER         |  |   |              | 
| |                                                          |   | AT          |  |   | IN ACTIVE     |  |   | OBSERVABLE    |  |   | UNOBSERVABLE | 
| |                                                          |   | FEBRUARY 28 |  |   | MARKETS       |  |   | INPUTS        |  |   | INPUTS       | 
| | DESCRIPTION                                              |   | 2011        |  |   | **(LEVEL 1)** |  |   | **(LEVEL 2)** |  |   | (LEVEL 3)    | 
| |                                                          |   |             |  |   |               |  |   |               |  |   |              | 
| |                                                          |   |             |  |   |               |  |   |               |  |   |              | 
| |                                                          |   |             |  |   |               |  |   |               |  |   |              | 
| | Assets:                                                  |   |             |  |   |               |  |   |               |  |   |              | 
| | Cash                                                     | $ | 1,028       |  | $ | 1,028         |  | $ | -             |  | $ | -            | 
| | Assets measured at fair value at February
      28, 2011 | $ | 1,028       |  | $ | 1,028         |  | $ | -             |  | $ | -            | 

| | q) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | In April 2010, the FASB provided an update to address the classification of an employee share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. FASB Accounting Standards Codification Topic 718, Compensation—Stock Compensation, provides guidance on the classification of a share-based payment award as either equity or a liability. A share-based payment award that contains a condition that is not a market, performance, or service condition is required to be classified as a liability. This standard is effective for fiscal years beginning after December 15, 2010, and for subsequent interim and annual reporting periods thereafter. The Company does not expect the adoption of this standard to have a significant effect on the Company's results of operations or financial position.       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements, amending ASC 820. ASU 2010-06 requires entities to provide new disclosures and clarify existing disclosures relating to fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2010-06, but does not expect its adoption to have a material impact on the Company’s financial position or results of operations.

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                      
|   | q)                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                      
|3. | LONG-TERM INVESTMENT                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                      
|   | In the year ended November 30, 2009, the Company received
      250,000 common shares in Solfotara Minerals Corp. (Solfotara), a private
      Canadian company as consideration for transferring its interest in an
      option agreement to Solfotara. The total value attributed to the common
      stock received from Solfotara was $10,367.
|   |                                                                                                                                                                                                                                                                                                                                                      
|4. | MINERAL PROPERTY ACQUISITION
      COSTS                                                                                                                                                                                                                                                                                                             

| |                     |   |             |  |   |           |  |   |            |  |   |          |   |   | RECOVERY        |  |   |             | 
| | ------------------- | - | ----------- |  | - | --------- |  | - | ---------- |  | - | -------- | - | - | --------------- |  | - | ----------- | 
| |                     |   | NOVEMBER 30 |  |   |           |  |   | ABANDONED, |  |   |          |   |   | RECOGNIZED      |  |   | FEBRUARY 28 | 
| |                     |   | 2010        |  |   | ADDITIONS |  |   | IMPAIRED   |  |   | RECOVERY |   |   | AS
      INCOME |  |   | 2011        | 
| | Mineral Property    |   |             |  |   |           |  |   |            |  |   |          |   |   |                 |  |   |             | 
| |                     |   |             |  |   |           |  |   |            |  |   |          |   |   |                 |  |   |             | 
| | Clisbako claims (a) | $ | 350,350     |  | $ | -         |  | $ | -          |  | $ | (15,988  | ) | $ | -               |  | $ | 334,362     | 
| | Eureka claims (b)   |   | 62,525      |  |   | -         |  |   | -          |  |   | -        |   |   | -               |  |   | 62,525      | 
| |                     |   |             |  |   |           |  |   |            |  |   |          |   |   |                 |  |   |             | 
| |                     | $ | 412,875     |  | $ | -         |  | $ | -          |  | $ | (15,988  | ) | $ | -               |  | $ | 396,887     | 

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

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

| |                        |   |             |  |   |           |  |   |            |   |   |          |   |   | RECOVERY        |  |   |             | 
| | ---------------------- | - | ----------- |  | - | --------- |  | - | ---------- | - | - | -------- | - | - | --------------- |  | - | ----------- | 
| |                        |   | NOVEMBER 30 |  |   |           |  |   | ABANDONED, |   |   |          |   |   | RECOGNIZED      |  |   | NOVEMBER 30 | 
| |                        |   | 2009        |  |   | ADDITIONS |  |   | IMPAIRED   |   |   | RECOVERY |   |   | AS
      INCOME |  |   | 2010        | 
| | Mineral Property       |   |             |  |   |           |  |   |            |   |   |          |   |   |                 |  |   |             | 
| |                        |   |             |  |   |           |  |   |            |   |   |          |   |   |                 |  |   |             | 
| | Clisbako claims (a)    | $ | 392,600     |  | $ | 6,400     |  | $ | -          |   | $ | (48,650  | ) | $ | -               |  | $ | 350,350     | 
| | Eureka claims (b)      |   | 47,500      |  |   | 15,025    |  |   | -          |   |   | -        |   |   | -               |  |   | 62,525      | 
| | Manado Gold claims (c) |   | -           |  |   | 50,050    |  |   | -          |   |   | (68,427  | ) |   | 18,377          |  |   | -           | 
| | June claims (d)        |   | -           |  |   | 3,000     |  |   | (3,000     | ) |   | -        |   |   | -               |  |   | -           | 
| |                        |   |             |  |   |           |  |   |            |   |   |          |   |   |                 |  |   |             | 
| |                        | $ | 440,100     |  | $ | 74,475    |  | $ | (3,000     | ) | $ | (117,077 | ) | $ | 18,377          |  | $ | 412,875     | 

| | a) | Clisbako Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | 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 10(a)) of the Companys
      common stock with a value of $300,000 and the issuance to the vendor of a
      promissory note in the amount of CDN$70,000 (to US$56,600 payable June 30,
      2009. On July 23, 2009, the Company reached an agreement with the vendor
      to extend the deadline of the CDN$70,000 mineral property payment
      (Property Payment) to December 31, 2009. In consideration of the
      extension of the deadline, the Company issued 60,000 common shares to the
      vendor with a fair value of $36,000.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | On January 21, 2010, the Company reached an agreement
      with the vendor to further extend the due date of the Property Payment to
      February 15, 2010. In consideration of the further extension of the
      deadline, the Company issued 10,000 shares of its common stock to the
      vendor with a value of $4,200.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | On March 15, 2010, the Company entered into a third
      extension agreement dated for reference February 15, 2010, with the vendor
      to extend the Property Payment from February 15, 2010 to June 30, 2010. In
      consideration of the extension, the Company issued to the vendor 20,000
      common shares with a value of $2,200.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|4. | MINERAL PROPERTY ACQUISITION COSTS(Continued)
|-- | ---------------------------------------------
|   |                                              
|   | a)                                           
|   |                                              
|   |                                              

| | 1. | Paying an aggregate of $150,000
      to CMI. as follows:                                   
| | -- | --------------------------------------------------------------------------------------------
| |    |                                                                                             
| |    | (a)                                                                                         
| |    |                                                                                             
| |    | (b)                                                                                         
| |    |                                                                                             
| |    | (c)                                                                                         
| |    |                                                                                             
| | 2. | Issuing an aggregate of 600,000
      Shares to CMI as follows:                             
| |    |                                                                                             
| |    | (a)                                                                                         
| |    |                                                                                             
| |    | (b)                                                                                         
| |    |                                                                                             
| |    | (c)                                                                                         
| |    |                                                                                             
| | 3. | Incurring Exploration Expenditures of
      CDN$650,000 on the Clisbako Property as follows:
| |    |                                                                                             
| |    | (a)                                                                                         
| |    |                                                                                             
| |    | (b)                                                                                         
| |    |                                                                                             
| |    | (c)                                                                                         

Manado Gold Corp. will also be
  responsible to make all government payments required to keep the claims in good
  standing.

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|4. | MINERAL PROPERTY ACQUISITION COSTS(Continued)
|-- | ---------------------------------------------
|   |                                              
|   | b)                                           
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   | c)                                           
|   |                                              
|   |                                              
|   |                                              
|   |                                              

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|4. | MINERAL PROPERTY ACQUISITION COSTS(Continued)
|-- | ---------------------------------------------
|   |                                              
|   | c)                                           
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

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

| | c) | Manado Gold Claims(Continued)
| | -- | -----------------------------

In August 2010, the Company entered
  into an agreement with Manado Gold Corp. (the Assignee) to assign a 75%
  undivided interest in the original option agreement. The consideration for the
  assignment is:

| | a)    | The reimbursement by the Assignee of $80,000 in
      expenditures incurred by the Company in connection with the original
      option agreement payable  as follows:
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                       
| | (i)   | $40,000 on execution of this Agreement
      (received);                                                                                                              
| | (ii)  | $40,000 on or before September 15, 2010
      ($28,427 received as at February 28, 2011).                                                                             
| |       |                                                                                                                                                                       
| | b)    | The Assignee incurring expenditures to complete
      exploration on or place into production the Manado Gold Property  as
      follows:                             
| |       |                                                                                                                                                                       
| | (i)   | $250,000 within the first year of the
      Acquisition Agreement;                                                                                                    
| | (ii)  | $500,000 prior to the second anniversary of the
      Acquisition Agreement; and                                                                                      
| | (iii) | $1,000,000 prior to the third anniversary of
      the execution of the Acquisition Agreement.                                                                        
| |       |                                                                                                                                                                       
| | c)    | Following completion of the expenditures set
      out above, the Assignee making the expenditures will complete a scoping
      study on the Manado Gold Property.   
| |       |                                                                                                                                                                       
| | d)    | The Assignee will issue 950,000 shares of its
      common stock to the Company, as follows:                                                                          
| |       |                                                                                                                                                                       
| | (i)   | 150,000 shares on execution of the Acquisition
      Agreement;                                                                                                       
| | (ii)  | 300,000 shares prior to the first anniversary
      the Acquisition Agreement; and                                                                                    
| | (iii) | 500,000 shares prior to the second anniversary
      of the Acquisition Agreement.                                                                                    
| |       |                                                                                                                                                                       
| | e)    | The Assignee will make payments to the
      Concession Owners as follows:                                                                                            
| |       |                                                                                                                                                                       
| | (i)   | $75,000 on execution of the Acquisition
      Agreement;                                                                                                              
| | (ii)  | $100,000 on the first anniversary of the
      execution of the Acquisition Agreement; and                                                                            
| | (iii) | $200,000 on the secondanniversary of the
      execution of the Acquisition Agreement.                                                                                

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|4. | MINERAL PROPERTY ACQUISITION COSTS(Continued)
|-- | ---------------------------------------------
|   |                                              
|   | c)                                           
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              
|   |                                              

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|4. | MINERAL PROPERTY AND ACQUISITION COSTS(Continued)
|-- | -------------------------------------------------
|   |                                                  
|   | d)                                               
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|   |                                                  
|5. | PROMISSORY NOTES PAYABLE                         
|   |                                                  
|   | a)                                               
|   |                                                  
|   | b)                                               
|   |                                                  
|   |                                                  

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|6. | PROMISSORY NOTES PAYABLE TO RELATED PARTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On December 19, 2007, the Company entered into a promissory note agreement whereby it borrowed $20,000. The note is unsecured, repayable on demand and bears interest at 10% per annum, payable annually. As at February 28, 2011,
      a total of $6,395 (November 30, 2010 - $5,901) 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.                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7. | 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. During the year ended November 30,
      2009, the Company paid back $4,610 of this balance. As at February 28, 2011, a total of $1,758 (November 30, 2010 - $1,625) has been accrued as interest payable on the loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|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 ($0.083 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. During the year end November 30, 2009, the Company received the remaining $70,000 towards this offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|8. | CONVERTIBLE NOTES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 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 $47,479 of the proceeds being allocated to the warrants and $90,021 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In accordance with the provisions of ASC 470  20, the Company determined the intrinsic value of the 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 $734,250; however, in accordance with the provisions of ASC 470  20, it is limited to the proceeds allocated to the notes, being $90,021. This beneficial conversion feature was recorded as an immediate
      charge to additional paid-in capital and a further discount on the convertible note carrying value. This further discount is to be 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 year ended November 30, 2010, the Company recorded as finance charges, $28,964 of amortization (February 28, 2010 - $7,804) of the discount resulting from the allocation of proceeds to the warrants and a further
      $54,917 (February 28, 2010 - $14,799) of the intrinsic value of the beneficial conversion feature, leaving total unamortized amounts of $Nil (February 28, 2010 - $61,278). The accrued interest of $20,406 remains unpaid as of
      February 28, 2011 and November 30, 2010, and is included in accounts payable and accrued liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | During the year ended November 30, 2010, the entire principal of $137,500 was converted into 2,750,000 shares of the Companys common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|9.  | UNIT SUBSCRIPTIONS RECEIVED                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | During the year ended November 30, 2010, the Company
      received $14,965 in subscription funds in connection with a private
      placement mentioned above. Due to the provision in the subscription
      agreements that the subscription funds will constitute non-interest
      bearing demand loans to the Company in the event the subscriptions are not
      accepted by the Company, the Company classified the unit subscriptions
      received in advance as current liabilities.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|10. | CAPITAL STOCK(Continued)
|--- | ------------------------
|    |                         
|    | a)                      
|    |                         
|    |                         
|    |                         
|    |                         
|    |                         
|    |                         
|    |                         
|    |                         
|    |                         
|    |                         
|    | b)                      
|    |                         
|    |                         

NUMBER OF
      EXERCISEWARRANTS
      PRICE
      EXPIRY DATE500,000
      $ 0.15
      July 20, 2012100,000
      $ 0.15
      August 4, 2012527,200
      $ 0.10
      February 18, 20131,127,200


---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|10. | CAPITAL STOCK(Continued)
|--- | ------------------------
|    |                         
|    | b)                      
|    |                         
|    |                         

NUMBER OF
      
      
      WEIGHTED AVERAGEWARRANTS
      
      
      EXERCISE PRICEBalance, November 30, 2009
      
      4,650,000
      
      $
      0.05Granted
      
      600,000
      
      $
      0.15Exercised
      
      (150,000
      )
      $
      (0.083
      )Expired
      
      (4,500,000
      )
      $
      (0.05
      )Balance, November 30, 2010
      
      600,000
      
      $
      0.15Granted
      
      527,200
      
      $
      0.10Balance, February 28, 2011
      
      1,127,200
      
      $
      0.13


The fair value of the warrants issued
  in connection with the private placement during the year ended November 30, 2010
  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 1.46%; expected volatility of 168% and a term
  of 2 years. Of the total proceeds, $21,750 was allocated to share purchase
  warrants.

The fair value of the warrants issued
  in connection with the private placement during the three month period ended
  February 28, 2011 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 0.78%; expected volatility of
  202% and a term of 2 years. Of the total proceeds, $8,400 was allocated to share
  purchase warrants.

| | c) | Stock Options                                                                           
| | -- | ----------------------------------------------------------------------------------------
| |    |                                                                                         
| |    | As at February 28, 2011, the Company does not have an
      incentive stock option plan.

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|11. | RELATED PARTY TRANSACTIONS
|--- | --------------------------

As of February 28, 2011, the Company is
  indebted to the following related parties:

| | i)  | Loan payable to a member of the board of
      directors of MAC of $497 (November 30, 2010 - $Nil);                     
| | --- | ------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                         
| | ii) | Loan payable to a company owned by a member of
      the board of directors of MAC of $1,013 (November 30, 2010 - $Nil).

The amounts due to the related parties
  are unsecured, non-interest bearing with no fixed terms of repayment.

During the three months ended February
  28, 2011, the Company paid or accrued $9,000 (2010 - $9,000) for management fees
  to the board of directors of MAC.

These transactions with related parties
  were in the normal course of operations and were measured at the exchange value
  which represented the amount of consideration established and agreed to by the
  parties.

|12. | 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 and investor relations
      services are provided on a month-to-month
      basis.

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|13. | SEGMENT INFORMATION                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                       
|    | The Company has one reportable operating segment, being
      the acquisition and exploration of mineral properties. Details of
      identifiable assets by geographic segments are as
      follows:

MINERALCAPITAL
      
      
      PROPERTYASSETS
      
      
      INTERESTSFebruary 28, 2011USA
      $
      -
      
      $
      62,525Canada
      
      -
      
      
      334,362$
      -
      
      $
      396,887MINERALCAPITAL
      
      
      PROPERTYASSETS
      
      
      INTERESTSNovember 30, 2010USA
      $
      -
      
      $
      62,525Canada
      
      -
      
      
      350,350$
      -
      
      $
      412,875


|14. | SUBSEQUENT EVENTS
|--- | -----------------
|    |                  
|    | a)               
|    |                  
|    | b)               

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|FEBRUARY 28, 2011                         
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

|14. | SUBSEQUENT EVENT(Continued)
|--- | ---------------------------
|    |                            
|    | c)                         

---

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 (the
Exchange Act).

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 have an option to acquire a 100% interest 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 Eureka Optioned Properties).

We also hold a 100% interest in ten contiguous mineral claims
covering an area of approximately 3,388 hectares (the Clisbako Property)
located in the Interior Plateau Region of north central British Columbia. On
September 15, 2010, Clisbako Minerals Inc. (Clisbako) entered into an option
agreement (the Clisbako Option Agreement) with Manado Gold Corp. (Manado
Corp.) whereby we granted Manado Corp. the sole and exclusive right and option
to acquire a 75% undivided interest in the Clisbako Property. Under the terms of
the Clisbako Option Agreement, Manado Corp. will exercise its option upon paying
Clisbako Inc. an aggregate of USD $150,000, issuing 600,000 shares of Manado
Corp.s common stock and incurring CAD $650,000 in exploration expenditures on
the Clisbako Property in stages over a three year period.

We previously held an option to acquire the Manado Gold
Property located 50 miles south of Manado in northern Sulawesi, Indonesia. On
April 10, 2011, we received a notice from a party purporting to represent Agus
Abidin, the vendor of the Manado Gold Property. The notice purports to cancel
our rights under the letter agreement dated November 2, 2009 (the "Agreement")
alleging that we failed to meet the requirements under the Agreement. Under the
terms of the Agreement, we had elected to exercise our right to enter into a
formal agreement to acquire the Manado Gold Property; however, the vendor, Mr.
Abidin, had not met legal requirements to convert the tenures under which the
Manado Gold Property is held into the new form of tenure required by the new
Indonesian mining laws which is necessary to permit us to acquire our interest.
Despite numerous requests by us to Mr. Abidin and his representatives, this was
never accomplished by him. Because of the delays on the part of the vendor, we
had already determined to focus on our North American properties. Based on the
notice received, we are now considering legal action against the vendor. We have
advanced a total of $50,000 to the vendor.

Based on the potential and current state of development, we
have decided to focus our resources on the Eureka Optioned Properties.

3

---

RECENT CORPORATE DEVELOPMENTS

We experienced the following corporate developments since the
filing of our Annual Report on Form 10-K for the fiscal year ended November 30,
2010:

|1. | On April 10, 2011, we received a notice to cancel our
      rights to the Manado Gold Property. See Overview above.                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                         
|2. | On April 13, 2011, we acquired a 30-day exclusive right
      to negotiate with Development Resources LLC, a Delaware limited liability
      company, for the acquisition of 54 mineral claims located in Elko County,
      Nevada. We paid $10,000 to Development Resources LLC to acquire the
      exclusive right.

PLAN OF OPERATION

Over the next twelve months, our plan of operation is to focus
our resources on the exploration of the Eureka Optioned Properties

Subject to obtaining sufficient financing, 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 summer 2011. Once our
consulting geologist has provided us with their findings, we will determine
whether to proceed with an exploration program on these properties.

During the next twelve months, we will be required to make a
number of payments in order to maintain our options to acquire the Golden Snow
Project, Fish Project and CPG Project. Under the terms of our options to acquire
the Golden Snow Project, Fish Project and CPG Project, in order to keep them in
good standing, we are required to pay to Claremont: (i) an option payment of
$20,000 by August 28, 2011; and (ii) the Bureau of Land Management maintenance
and claim fees of approximately $32,583 by September 1, 2011. If we are unable
to make the payments to Claremont, the Bureau of Land Management or pay the
annual maintenance claim fees, we will lose our interest in the Golden Snow
Project, Fish Project and CPG Project.

As the agreement is an option, we may decide at any time not to
proceed in which case we would not be liable to pay any funds beyond the amounts
due at the time we provide notice that we are not proceeding. There is no
assurance that we will exercise the option.

As at February 28, 2011, we had $1,028 cash on hand.
Accordingly, we have insufficient cash on hand to proceed with our exploration
on the Golden Snow Project, Fish Project and CPG Project, and meet our ongoing
operating costs. As such, we will require substantial financing in order to meet
our obligations. There is no assurance that we will be able to acquire such
financing on terms that are acceptable to us, or at all.

RESULTS OF OPERATIONS

|Three Months Summary |   |                    |   |   |                    |   |  |                       | 
|-------------------- | - | ------------------ | - | - | ------------------ | - |  | --------------------- | 
|                     |   |                    |   |   |                    |   |  |                       | 
|                     |   | Three Months Ended |   |   | Three Months Ended |   |  | Percentage            | 
|                     |   | February 28, 2011  |   |   | February 28, 2010  |   |  | Increase / (Decrease) | 
|Revenue              | $ | -                  |   | $ | -                  |   |  | n/a                   | 
|Expenses             |   | (57,109            | ) |   | (79,360            | ) |  | (28.0)%               | 
|Net Loss             | $ | (57,109            | ) | $ | (79,360            | ) |  | (28.0)%               | 

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

4

---

Expenses

Our operating expenses for the three months ended February 28,
2011 and 2010 consisted of the following:

|                             |   | Three Months Ended |   |   | Three Months Ended |  |  | Percentage            | 
|---------------------------- | - | ------------------ | - | - | ------------------ |  |  | --------------------- | 
|                             |   | February 28, 2011  |   |   | February 28, 2010  |  |  | Increase / (Decrease) | 
|Bank charges and interest    | $ | 3,149              |   | $ | 5,212              |  |  | (39.6)%               | 
|Consulting Fees              |   | 12,300             |   |   | -                  |  |  | 100%                  | 
|Depreciation Expense         |   | -                  |   |   | 126                |  |  | (100)%                | 
|Filing and Regulatory        |   | 1,223              |   |   | 879                |  |  | 39.1%                 | 
|Finance Charges              |   | -                  |   |   | 22,603             |  |  | (100)%                | 
|Management Fees              |   | 9,000              |   |   | 9,000              |  |  | 0.0%                  | 
|Mineral Property Exploration |   | (2,393             | ) |   | 1,569              |  |  | (252.5)%              | 
|Costs                        |   |                    |   |   |                    |  |  |                       | 
|Office and Administrative    |   | 5,623              |   |   | 3,420              |  |  | 64.4%                 | 
|Professional Fees            |   | 27,845             |   |   | 33,051             |  |  | (15.8)%               | 
|Website Costs                |   | 362                |   |   | 3,500              |  |  | (89.7)%               | 
|Total Operating Expenses     | $ | 57,109             |   | $ | 79,360             |  |  | (28.0)%               | 

Our operating expenses decreased from $79,360, during the three
months ended February 28, 2010, to $57,109 during the three months ended
February 28, 2011. The decrease in our operating expenses was primarily a result
of decreased bank charges and interest, finance charges, mineral property
exploration costs, professional fees and website costs. This decrease was
partially offset by increases in consulting fees, filing and regulatory fees and
office and administrative.

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

Professional fees primarily relate to costs incurred in
connection with meeting our ongoing reporting requirements under the Exchange
Act.

Finance fees during the three months ended February 28, 2010
primarily relate to amortization of the discount resulting from the allocation
of proceeds to the warrants and the intrinsic value beneficial conversion
feature.

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

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital         |   |                      |   |   |                   |   |  |                       | 
|----------------------- | - | -------------------- | - | - | ----------------- | - |  | --------------------- | 
|                        |   |                      |   |   | At                |   |  | Percentage            | 
|                        |   | At February 28, 2011 |   |   | November 30, 2010 |   |  | Increase / (Decrease) | 
|Current Assets          | $ | 1,028                |   | $ | 353               |   |  | 191.2%                | 
|Current Liabilities     |   | (577,760             | ) |   | (535,964          | ) |  | 7.8%                  | 
|Working Capital Deficit | $ | (576,732             | ) | $ | (535,611          | ) |  | 7.7%                  | 

5

---

|Cash Flows                                           |   |                    |   |   |                    |  
|---------------------------------------------------- | - | ------------------ | - | - | ------------------ | -
|                                                     |   | Three Months Ended |   |   | Three Months Ended |  
|                                                     |   | February 28, 2011  |   |   | February 28, 2010  |  
|Cash Flows (Used In) Operating Activities            | $ | (702               | ) | $ | (17,508            | )
|Cash Flows (Used In) From Investing Activities       |   | 15,988             |   |   | (38,000            | )
|Cash Flows (Used In) From Financing
      Activities |   | (14,611            | ) |   | 85,000             |  
|Increase (Decrease) In Cash During Period            | $ | 675                |   | $ | 29,492             |  

The increase in our working capital deficit at February 28,
2011 from our year ended November 30, 2010 is a result of the fact that accounts
payable increased due to our lack of capital to meet ongoing expenditures.

Future Financings

As at February 28, 2011, we had $1,028 cash on hand. 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 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.

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 consolidated financial statements for the three months ended February 28,
2011 included in this Quarterly Report.

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. 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 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, when facts and circumstances indicate impairment may
exist.

6

---

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 February 28, 2011 (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, 2010 (the 2010 Annual Report).

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 our 2010 Annual Report, we believe that our financial statements
contained in our Quarterly Report on Form 10-Q for the quarter ended February
28, 2011 fairly present our financial condition, results of operations and cash
flows in all material respects.

7

---

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial
reporting that occurred during the quarter ended February 28, 2011 that have
materially affected, or that are reasonably likely to materially affect, our
internal control over financial reporting.

8

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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 February 28, 2011, we had $1,028 cash on hand and a
working capital deficit of $576,732. Our plan of operation calls for significant
expenses in order to meet our obligations under the Eureka Properties Option
Agreement. There is no guarantee that we will exercise our option.

Our Board of Directors have approved a private placement
offering of up to 3,000,000 units (the Units) at a price of $0.05 per Unit for
gross proceeds of up to $150,000. 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 $0.10 per
share. This offering of Units is being made to investors who are not U.S.
Persons as defined in Regulation S. To date, we have issued 527,200 units for
proceeds of $26,360 under this offering. There are no assurances that any
additional units will be sold under this offering.

Obtaining 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 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 our option agreements.

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 $1,127,177 for the period from
our inception on April 28, 2006 to February 28, 2011, and have no revenues to
date. Our future is dependent upon our ability to obtain additional financing.
Our 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.

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.

9

---

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.

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.

There is no assurance that we will be able to exercise our
option to acquire the Eureka Optioned Properties.

In order to exercise our option to acquire the Eureka Optioned
Properties, we are required to make a series of cash payments and meet the
annual claim maintenance fees. In order to meet these payments we will need to
obtain substantial financing. If we are unable to meet these payments, we will
lose our options to acquire these properties.

10

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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 warrants) for gross proceeds of up to $150,000. 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 OTCQB under the symbol
"PNGM. Companies quoted on the OTCQB have traditionally experienced extreme
price and volume fluctuations. In addition, our stock price may be adversely
affected by factors that are unrelated or 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 at 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;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------

11

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|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.

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

All unregistered sales of our equity securities made during the
fiscal year ended November 30, 2010 have been previously reported in our
Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.

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

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    | Loan Agreement dated December 19, 2007 between the
      Company (as the borrower) and Kahala Financial Corp. (as the
      lender).(2)                                               
|10.2    | Purchase Agreement dated December 15, 2008 among Magellan
      Acquisition Corp., Solfotara Mining Corp. and Magellan Copper and Gold plc
      (Magellan Singapore Subsidiaries).(4)

12

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|Exhibit |                                                                                                                                                                                 
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                                         
|10.3    | Purchase Agreement dated
      December 16, 2008 between the Company and Bako Resources Inc. (Clisbako
      Property). (4)                                                     
|10.4    | Extension Agreement dated July 23, 2009 between
      the Company and Bako Resources Inc. (7)                                                                                   
|10.5    | Assignment Agreement dated May
      29, 2009 among the Company, Portal Resources US Inc. and Portal Resources
      Ltd. (Golden Snow Project, Fish Project and CPG Project)(6)
|10.6    | Agreement dated for reference November 2, 2009
      executed on January 19, 2010 between the Company and Agus Abidin
      (Manado Gold Property). (8)                         
|10.7    | Second Extension Agreement
      dated January 21, 2010 between the Company and Bako Resources Inc.
      (Clisbako Property). (9)                                              
|10.8    | Extension Agreement Dated January 21, 2010
      between the Company and Agus Abidin (ManadoGold Property).                                                                     
|10.9    | Option agreement dated February
      5, 2010 between the Company and Larry Sostad (June Claims).(10)                                                                           
|10.10   | Third Extension Agreement dated March 15, 2010
      between the Company and Bako Resources Inc. (Clisbako
      Property).(11)                                                 
|10.11   | Second Extension Agreement
      Dated March 29, 2010 between the Company and Agus Abidin (Manado Gold
      Property).(12)                                                     
|10.12   | Loan Agreement dated January 11, 2010 between
      the Company and Laverne Assets Group Corp. (13)                                                                             
|10.12   | Agreement dated for reference
      April 23, 2010 executed on April 28, 2010 between the Company and Bull and
      Bear Financial Report.(14)                                 
|10.13   | Option Agreement dated July 23, 2010 between
      the Clisbako Minerals Inc. and Interior Plateau Mining Corp.(15)                                                             
|10.14   | Assignment Agreement dated
      August 24, 2010 between the Company and Manado Gold Corp.(16)                                                                                  
|10.15   | Option Agreement dated for September 15, 2010
      between Clisbako Minerals Inc. and Manado Gold Corp.(17)                                                                    
|10.16   | Extension Agreement dated
      November 30, 2010 between the Company and Manado Gold Corp.(19)                                                                                 
|10.17   | 2011 Stock Option Plan.(18)                                                                                                                                                     
|14.1    | Code of Ethics. (3)                                                                                                                                                             
|21.1    | List of Subsidiaries.(19)                                                                                                                                                       
|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.           
|(7)    | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on July 27, 2009.          
|(8)    | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on January 21, 2010.       
|(9)    | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on January 26, 2010.       
|(10)   | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on February 11, 2010.      
|(11)   | Previously filed as an exhibit to our Annual
      Report on Form 10-K filed on March 16, 2010.         
|(12)   | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on April 6, 2010.          
|(13)   | Previously filed as an exhibit to our Quarterly
      Report on Form 10-Q filed on April 19, 2010.      
|(14)   | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on May 4, 2010.            
|(15)   | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on August 10, 2010.        
|(16)   | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on August 30, 2010.        
|(17)   | Previously filed as an exhibit to our Quarterly
      Report on Form 10-Q filed on October 20, 2010.    
|(18)   | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on March 3, 2011.          
|(19)   | Previously filed as an exhibit to our Annual
      Report on Form 10-K filed on March 15, 2011.         

13

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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: | April
      19, 2011 | 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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