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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, 2009

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

For the transition period from ________ to ________

COMMISSION FILE NUMBER 000-52626

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 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 
  [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 16, 2009, the Issuer had 53,997,144 Shares of Common Stock
outstanding.

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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, 2009
are not necessarily indicative of the results that can be expected for the year
ending November 30, 2009.

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

2

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PENGRAM CORPORATION(An
    Exploration Stage Company)

FIRST QUARTER CONSOLIDATED FINANCIAL
    STATEMENTS

FEBRUARY 28, 2009(Unaudited) 
    (Stated in U.S. Dollars)





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PENGRAM CORPORATION(An
    Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS(Unaudited) 
    (Stated in U.S. Dollars)

|                                                                 |   | FEBRUARY 28 |   |   | NOVEMBER 30 |  
|---------------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                                 |   | 2009        |   |   | 2008        |  
|                                                                 |   |             |   |   |             |  
|ASSETS                                                           |   |             |   |   |             |  
|                                                                 |   |             |   |   |             |  
|Current                                                          |   |             |   |   |             |  
|Cash                                                             | $ | 11,383      |   | $ | 29,926      |  
|Deposits                                                         |   | 15,000      |   |   | -           |  
|Total Current Assets                                             |   | 26,383      |   |   | 29,926      |  
|                                                                 |   |             |   |   |             |  
|Computer Equipment, net of depreciation(Note 3)                  |   | 632         |   |   | 758         |  
|Mineral Property Acquisition Costs(Note 4)                       |   | 356,600     |   |   | -           |  
|Advances(Note 8)                                                 |   | 80,000      |   |   | 110,367     |  
|Marketable Securities(Note 8)                                    |   | 10,367      |   |   | -           |  
|                                                                 |   |             |   |   |             |  
|Total Assets                                                     | $ | 473,982     |   | $ | 141,051     |  
|                                                                 |   |             |   |   |             |  
|LIABILITIES                                                      |   |             |   |   |             |  
|                                                                 |   |             |   |   |             |  
|Current                                                          |   |             |   |   |             |  
|Accounts payable and
      accrued liabilities                   | $ | 118,661     |   | $ | 99,040      |  
|Amount
      due to shareholder                                  |   | 1,000       |   |   | 1,000       |  
|Promissory note payable
      (Note 4)                           |   | 55,575      |   |   | -           |  
|Loans
      payable (Note 5)                                     |   | 32,806      |   |   | 32,065      |  
|Unit subscriptions
      received (Note 6)                       |   | 85,000      |   |   | 67,500      |  
|Total Current Liabilities                                        |   | 293,042     |   |   | 199,605     |  
|                                                                 |   |             |   |   |             |  
|STOCKHOLDERS EQUITY (DEFICIENCY)                                |   |             |   |   |             |  
|                                                                 |   |             |   |   |             |  
|Capital Stock(Note 6)                                            |   |             |   |   |             |  
|Authorized:                                                      |   |             |   |   |             |  
|100,000,000 preferred stock with a par value of
      $0.001 per |   |             |   |   |             |  
|share                                                            |   |             |   |   |             |  
|300,000,000 common voting stock with a par
      value of $0.001 |   |             |   |   |             |  
|per share                                                        |   |             |   |   |             |  
|                                                                 |   |             |   |   |             |  
|Issued:                                                          |   |             |   |   |             |  
|53,997,144 common shares as at
      February 28, 2009 and       |   |             |   |   |             |  
|47,997,144 as at November 30, 2008                               |   | 53,997      |   |   | 47,997      |  
|                                                                 |   |             |   |   |             |  
|Additional Paid-In Capital                                       |   | 419,284     |   |   | 125,284     |  
|Share Purchase Warrants                                          |   | 35,700      |   |   | 35,700      |  
|Accumulated Deficit During The Exploration Stage                 |   | (328,041    | ) |   | (267,535    | )
|Total Stockholders Equity (Deficiency)                          |   | 180,940     |   |   | (58,554     | )
|                                                                 |   |             |   |   |             |  
|Total Liabilities And Stockholders Equity (Deficiency)          | $ | 473,982     |   | $ | 141,051     |  

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

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PENGRAM CORPORATION(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited) 
    (Stated in U.S. Dollars)

|                                          |   |             |   |   |             |   |   | CUMULATIVE  |  
|----------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                          |   |             |   |   |             |   |   | PERIOD FROM |  
|                                          |   | THREE       |   |   | THREE       |   |   | INCEPTION   |  
|                                          |   | MONTHS      |   |   | MONTHS      |   |   | APRIL 28    |  
|                                          |   | ENDED       |   |   | ENDED       |   |   | 2006 TO     |  
|                                          |   | FEBRUARY 28 |   |   | FEBRUARY 29 |   |   | FEBRUARY 28 |  
|                                          |   | 2009        |   |   | 2008        |   |   | 2009        |  
|                                          |   |             |   |   |             |   |   |             |  
|                                          |   |             |   |   |             |   |   |             |  
|Revenue                                   | $ | -           |   | $ | -           |   | $ | -           |  
|                                          |   |             |   |   |             |   |   |             |  
|Expenses                                  |   |             |   |   |             |   |   |             |  
|Consulting fees                           |   | -           |   |   | 300         |   |   | 2,350       |  
|Depreciation expense                      |   | 126         |   |   | 126         |   |   | 884         |  
|Filing and regulatory                     |   | 190         |   |   | 300         |   |   | 9,829       |  
|Incorporation costs                       |   | 1,262       |   |   | -           |   |   | 3,382       |  
|Management fees                           |   | 9,000       |   |   | 2,800       |   |   | 65,600      |  
|Mineral
      property exploration costs  |   | 3,066       |   |   | -           |   |   | 12,566      |  
|Office and administrative                 |   | 3,278       |   |   | 1,302       |   |   | 30,407      |  
|Professional fees                         |   | 43,584      |   |   | 13,572      |   |   | 197,023     |  
|Write-off of mineral
      property costs |   | -           |   |   | -           |   |   | 6,000       |  
|                                          |   |             |   |   |             |   |   |             |  
|Net Loss For
      The Period             | $ | (60,506     | ) | $ | (18,400     | ) | $ | (328,041    | )
|                                          |   |             |   |   |             |   |   |             |  
|                                          |   |             |   |   |             |   |   |             |  
|Basic And Diluted Loss Per Share          | $ | (0.00       | ) | $ | (0.00       | ) |   |             |  
|                                          |   |             |   |   |             |   |   |             |  
|                                          |   |             |   |   |             |   |   |             |  
|Weighted Average Number Of Common         |   |             |   |   |             |   |   |             |  
|Shares
      Outstanding                  |   | 53,641,588  |   |   | 44,997,144  |   |   |             |  

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       |   |   | THREE       |   |   | INCEPTION   |  
|                                                           |   | MONTHS      |   |   | MONTHS      |   |   | APRIL 28    |  
|                                                           |   | ENDED       |   |   | ENDED       |   |   | 2006 TO     |  
|                                                           |   | FEBRUARY 28 |   |   | FEBRUARY 29 |   |   | FEBRUARY 28 |  
|                                                           |   | 2009        |   |   | 2008        |   |   | 2009        |  
|                                                           |   |             |   |   |             |   |   |             |  
|Cash (Used In) Operating Activities                        |   |             |   |   |             |   |   |             |  
|Net loss for the period                                    | $ | (60,506     | ) | $ | (18,400     | ) | $ | (328,041    | )
|Adjustment for item not effecting cash:                    |   |             |   |   |             |   |   |             |  
|Depreciation                                               |   | 126         |   |   | 126         |   |   | 884         |  
|Foreign exchange                                           |   | (3,649      | ) |   | 40          |   |   | (1,362      | )
|Accrued interest payable                                   |   | 3,437       |   |   | 395         |   |   | 5,502       |  
|Write-off of mineral property costs                        |   | -           |   |   | -           |   |   | 6,000       |  
|                                                           |   | (60,592     | ) |   | (17,839     | ) |   | (317,017    | )
|Changes
      in non-cash operating working capital items: |   |             |   |   |             |   |   |             |  
|Deposits                                                   |   | (15,000     | ) |   | 375         |   |   | (15,000     | )
|Accounts payable and accrued liabilities                   |   | 19,549      |   |   | 3,237       |   |   | 116,302     |  
|                                                           |   | (56,043     | ) |   | (14,227     | ) |   | (215,715    | )
|Cash (Used In) Investing Activities                        |   |             |   |   |             |   |   |             |  
|Advances                                                   |   | 20,000      |   |   | -           |   |   | (90,367     | )
|Mineral
      property acquisition costs                   |   | -           |   |   | -           |   |   | (6,000      | )
|Purchase of computer
      equipment                       |   | -           |   |   | -           |   |   | (1,516      | )
|                                                           |   | 20,000      |   |   | -           |   |   | (97,883     | )
|Cash Provided By Financing Activities                      |   |             |   |   |             |   |   |             |  
|Unit
      subscriptions received                          |   | 17,500      |   |   | -           |   |   | 85,000      |  
|Issuance of common stock                                   |   | -           |   |   | -           |   |   | 208,981     |  
|Loans
      payable                                        |   | -           |   |   | 20,000      |   |   | 30,000      |  
|Amount due to shareholder                                  |   | -           |   |   | -           |   |   | 1,000       |  
|                                                           |   | 17,500      |   |   | 20,000      |   |   | 324,981     |  
|                                                           |   |             |   |   |             |   |   |             |  
|Increase (Decrease) In Cash                                |   | (18,543     | ) |   | 5,773       |   |   | 11,383      |  
|                                                           |   |             |   |   |             |   |   |             |  
|Cash, Beginning Of Period                                  |   | 29,926      |   |   | 3,766       |   |   | -           |  
|                                                           |   |             |   |   |             |   |   |             |  
|Cash, End Of Period                                        | $ | 11,383      |   | $ | 9,539       |   | $ | 11,383      |  
|                                                           |   |             |   |   |             |   |   |             |  
|Supplemental Disclosure Of Cash Flow
      Information     |   |             |   |   |             |   |   |             |  
|Cash paid during the
      period for:                     |   |             |   |   |             |   |   |             |  
|Interest                                                   | $ | -           |   | $ | -           |   | $ | -           |  
|Income taxes                                               | $ | -           |   | $ | -           |   | $ | -           |  
|                                                           |   |             |   |   |             |   |   |             |  
|Non-Cash Financing And Investing Activities                |   |             |   |   |             |   |   |             |  
|Shares
      received from Solfotara Minerals Corp.        |   |             |   |   |             |   |   |             |  
|(Note 8)                                                   | $ | 10,367      |   | $ | -           |   | $ | 10,367      |  
|Shares
      issued for mineral property acquisition costs |   |             |   |   |             |   |   |             |  
|(Note 4)                                                   | $ | 300,000     |   | $ | -           |   | $ | 300,000     |  
|Convertible note payable for mineral property              |   |             |   |   |             |   |   |             |  
|acquisition costs (Note 4)                                 | $ | 56,600      |   | $ | -           |   | $ | 56,600      |  

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

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PENGRAM CORPORATION(An
    Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL
  STATEMENTS

FEBRUARY 28, 2009(Unaudited) 
    (Stated in U.S. Dollars)

|1. | BASIS OF PRESENTATION AND NATURE OF
      OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The unaudited financial information furnished herein
      reflects all adjustments, all of which are of a normal recurring nature,
      which in the opinion of management are necessary to fairly state the
      interim consolidated financial position of Pengram Corporation (the
      Company) and the results of its operations for the periods presented.
      This report on Form 10-Q should be read in conjunction with the Companys
      financial statements and notes thereto included in the Companys Form 10-K
      for the fiscal year ended November 30, 2008. The Company assumes that the
      users of the interim financial information herein have read or have access
      to the audited financial statements for the preceding fiscal year and that
      the adequacy of additional disclosure needed for a fair presentation may
      be determined in that context. Accordingly, footnote disclosure, which
      would substantially duplicate the disclosure contained in the Companys
      Form 10-K for the fiscal year ended November 30, 2008, has been omitted.
      The results of operations for the three month period ended February 28,
      2009 are not necessarily indicative of results for the entire fiscal year
      ending November 30, 2009.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2009(Unaudited)

|1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Forward Stock Split                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Subsequent to the period ended February 28, 2009, the Company completed a three-for-one forward stock split of their common stock. The Companys authorized common stock was increased from 100,000,000 shares with a par value
      of $0.001 per share to 300,000,000 shares with a par value of $0.001. Share and per share dates (except par value) for the periods presented have been adjusted to reflect the effects of this stock split.                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The accompanying financial statements have been prepared assuming the Company will continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | As shown in the accompanying financial statements, the Company has incurred a net loss of $328,041 for the period from April 28, 2006 (inception) to February 28, 2009, and has no revenues. The future of the Company is
      dependent upon its ability to obtain financing and upon future profitable operations from the development of its natural resource properties. Management has plans to seek additional capital through a private placement and public offering of its
      common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot
      continue in existence.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future
      events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The financial statements have, in managements opinion, been properly prepared within the framework of the significant accounting policies summarized below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2009(Unaudited)

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

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PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2009(Unaudited)

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

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PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2009(Unaudited)

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

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PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2009(Unaudited)

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

---

PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2009(Unaudited)

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

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

The Company measured their marketable
  securities using Level 3 fair value assumptions as at February 28, 2009. The
  fair value of the common shares received (see Note 8) was determined as the
  difference between the Companys cash advances paid and the cash advances to be
  recovered from Solfotara Minerals Corp. The Company did not have any fair value
  adjustments for assets and liabilities measured at fair value on a nonrecurring
  basis during the period ended February 28, 2009.

---

PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2009(Unaudited)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | p)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|3. | COMPUTER EQUIPMENT                        

| |                    |   | FEBRUARY 28 |  |   | NOVEMBER 30  | 
| | ------------------ | - | ----------- |  | - | ------------ | 
| |                    |   | 2009        |  |   | 2008         | 
| |                    |   |             |  |   | ACCUMULATED  | 
| |                    |   | COST        |  |   | AMORTIZATION | 
| |                    |   |             |  |   |              | 
| | Computer Equipment | $ | 1,516       |  | $ | 884          | 

---

PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2009(Unaudited)

|4. | MINERAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | During the period ended November 30, 2006, the Company entered into a purchase agreement to acquire an undivided 100% interest in a mineral claim (known as the Spelter property) located in the Yellow Pine Mining
      District, Clark County, Nevada. The consideration was $6,000 cash (paid) on execution of the agreement.                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | During the year ended November 30, 2008, the Company abandoned and wrote off all costs incurred with respect to the Spelter property.                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | On December 16, 2008, the Company entered into a purchase agreement to acquire an undivided 100% interest in a group of ten mineral claims (collectively known as the Bako claims) located in the Cariboo Mining Division
      of British Columbia, Canada. Consideration for the claims was 6,000,000 shares (issued  see Note 6(a)) of the Companys common stock and the issuance to the vendor of a promissory note in the amount of CDN$70,000 payable June 30,
      2009. Once issued, the promissory note will be unsecured and free of interest.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | LOANS PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | On December 19, 2007, the Company entered into a promissory note whereby they borrowed $20,000. The note is unsecured, is repayable on demand and bears interest at 10% per annum, payable annually. As at February 28, 2009, a
      total of $2,395 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.                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | On October 1, 2008, the Company received a loan from an arms length party of $10,000. The loan is unsecured, repayable on demand and bears interest at 10% per annum, payable annually. As at February 28, 2009, a total of
      $411 has been accrued as interest payable on the loan.                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---

PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2009(Unaudited)

|6. | CAPITAL STOCK(Continued)
|-- | ------------------------
|   |                         
|   | a)                      
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   |                         
|   | b)                      
|   |                         
|   |                         

NUMBER OF
      
      EXERCISE
      
      EXPIRYWARRANTS
      
      PRICE
      
      DATE3,000,000
      
      $ 0.033
      
      September 4, 20103,000,000


---

PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2009(Unaudited)

|6. | CAPITAL STOCK(Continued)
|-- | ------------------------
|   |                         
|   | b)                      
|   |                         
|   |                         

| |                                                        |  |           |  |   | WEIGHTED | 
| | ------------------------------------------------------ |  | --------- |  | - | -------- | 
| |                                                        |  |           |  |   | AVERAGE  | 
| |                                                        |  | NUMBER OF |  |   | EXERCISE | 
| |                                                        |  | WARRANTS  |  |   | PRICE    | 
| |                                                        |  |           |  |   |          | 
| | Balance, November 30, 2006 and 2007                    |  | -         |  | $ | -        | 
| |                                                        |  |           |  |   |          | 
| | Issued                                                 |  | 3,000,000 |  |   | 0.033    | 
| |                                                        |  |           |  |   |          | 
| | Balance, November 30, 2008 and February
      28, 2009 |  | 3,000,000 |  | $ | 0.033    | 

| |    | The fair value of the warrants issued during the year
      ended November 30, 2008 for services was measured at the award date using
      the Black-Scholes option pricing model with the following weighted average
      assumptions: expected dividend yield of 0%; average risk free interest
      rate of 4.90%; expected volatility of 162% and a term of 0.75
      years.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                     
| | c) | Stock Options                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                     
| |    | As at February 28, 2009, the Company does not have an
      incentive stock option plan.                                                                                                                                                                                                                                                                                            

|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                      
|   | During the period ended February 28, 2009, the Company
      paid management fees for services performed in the amount of $Nil (2008 -
      $2,800) to a former director and paid or accrued a total of $9,000 (2008 -
      $Nil) to the board of directors of MAC.
|   |                                                                                                                                                                                                                                                                      
|   | As at February 28, 2009, the total amount owing to
      related parties was $6,000 (2008 - $Nil), other than the loan payable
      amount stated in note 5.                                                                                                        

---

PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2009(Unaudited)

|8. | ADVANCES                                                                                                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                           
|   | The Company entered into a letter of intent dated August
      6, 2008 with Magellan Copper and Gold PLC (Magellan) to acquire 100% of
      the issued and outstanding shares of Magellan Resources PTE Ltd. and St.
      Anthony Resources PTE Ltd. (Magellan Subsidiaries). Consideration for
      the transaction will consist of the following:
|   |                                                                                                                                                                                                                                                                                                                                                           
|   | •                                                                                                                                                                                                                                                                                                                                                         
|   | •                                                                                                                                                                                                                                                                                                                                                         
|   | •                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                           
|   | Pending the closing of the transaction the Company will
      advance $35,000 per month to Magellan for payment of expenses related to
      the mineral properties held by Magellan Subsidiaries.                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                           
|   | On December 15, 2008, the Company entered into an
      agreement with Solfotara Minerals Corp., a private Canadian company,
      whereby the Company would transfer their option to acquire the Magellan
      Subsidiaries for consideration as follows:                                                                                               

| | 1. | $20,000 cash payment within three days of the agreement
      date (received in February 2009);
| | -- | -----------------------------------------------------------------------------------------------
| | 2. | $30,000 note receivable due March 15, 2009 and free of
      interest;                         
| | 3. | $50,000 note receivable due June 15, 2009 and free of
      interest; and                      
| | 4. | 250,000 shares of common stock (received in February
      2009).                              

The total value attributed to the
  common stock received from Solfotara Minerals Corp. was $10,367, or
  approximately $0.04 per share.

Subsequent to the period ended February
  28, 2009, the Company and the vendor verbally amended the terms as follows:

| | 1. | $30,000 note receivable due March 15, 2009 is now due
      April 15, 2009;
| | -- | ---------------------------------------------------------------------------
| | 2. | $50,000 note receivable due June 15, 2009 is now due July
      15, 2009;  

|9. | COMMITMENTS AND CONTRACTUAL OBLIGATIONS                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                       
|   | The Company has no significant commitments or contractual
      obligations with any parties respecting executive compensation, consulting
      arrangements or other matters. Rental of premises is on a month-to-month
      basis.

---

PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2009(Unaudited)

|10. | SUBSEQUENT EVENTS                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                            
|    | Other than disclosed elsewhere in the financial statements, the Company had the following event occurring subsequent to the period ended February 28, 2009:
|    |                                                                                                                                                            
|    | 1.                                                                                                                                                         

---

|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.

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

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. On December 16, 2008, we entered into a purchase agreement
(the Purchase Agreement) with Bako Resources Inc. (Bako), a British Columbia
company. Under the terms of the Purchase Agreement, our wholly owned British
Columbian subsidiary, Clisbako Minerals Inc., acquired a 100% interest in ten
mineral claims located 125 kilometers west of Quesnel, British Columbia, Canada
(the Clisbako Property). In consideration of the Clisbako Property, we issued
to Bako 2,000,000 shares of our common stock and a non-interest bearing
promissory note in the amount of CDN $70,000 payable on June 30, 2009.

Prior to our acquisition of the Clisbako Property, we had
entered into a letter of intent dated August 6, 2008 with Magellan Copper and
Gold plc (Magellan) pursuant to which we intended to acquire Magellan
Resources Pte Ltd. and St. Anthony Resources Pte Ltd. (collectively, the
Magellan Singapore Subsidiaries). In connection with the Letter of Intent, we
advanced an aggregate of $110,367 to Magellan (the Advances). However, on
December 17, 2008, we relinquished any rights that we may have had to acquire
the Magellan Singapore Subsidiaries pursuant to the terms of a purchase
agreement dated for reference as of December 15, 2008 with Solfotara Mining
Corp. (Solfotara), Magellan and Magellan Acquisition Corp. (MAC), our wholly
owned subsidiary. Under the terms of this purchase agreement, Solfotara issued
250,000 of its shares (the Shares) to MAC and agreed to repay the Advances to
MAC as follows: (i) $20,000 within three days of signing the agreement (which
amount has been paid);(ii) $30,000 on April 15, 2009; and (iii) $50,000
on July 15, 2009. In consideration of the Shares and the above payments, we
relinquished any rights that we may have had to acquire Magellan Singapore
Subsidiaries and assigned to Solfotara our right to be repaid the Advances.

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

3

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RECENT CORPORATE DEVELOPMENTS

Since the filing of our Annual Report on Form 10-K with the
SEC, we experienced the following corporate developments:

|1. | Effective April 13, 2009, we amended our Articles of
      Incorporation in accordance with Article 78.207 of Chapter 78 of the
      Nevada Revised Statutes by increasing our issued and authorized common
      stock on a three-for-one basis. Accordingly, our authorized capital of
      common stock increased from 100,000,000 shares to 300,000,000 shares of
      common stock, $0.001 par value per share, and our issued and outstanding
      shares of common stock were increased correspondingly on a three-for-one
      basis. As a result of the forward split, the number of shares of common
      stock outstanding was increased correspondingly from 17,999,048 to
      53,997,144.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Effective April 13, 2009, as a result of the
      three-for-one forward split, our trading symbol changed from PGRM to
      PNGM.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

PLAN OF OPERATION

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

Phase I of our exploration program is expected to be commenced
  in the third quarter of 2009. However, we will require additional financing
  in order to complete Phase I of our exploration program. If we are able to obtain
  additional financing, Phase I of our exploration program on the Clisbako Property
  will involve soil geochemical surveys, prospecting, mapping and geophysics in
  order to define the Bari 1 and Bari 2 zones. We anticipate that Phase I will
  cost approximately CDN $122,000 ($95,319).

As at February 28, 2009, we had cash on hand of approximately
$11,383. Accordingly, we have insufficient cash on hand to proceed with our
exploration program of the Clisbako Property and we will require additional
financing in order to proceed with our exploration program. There is no
assurance that we will be able to acquire such additional financing on terms
that are acceptable to us, or at all.

RESULTS OF OPERATIONS

|First Quarter Summary |   |                    |   |   |                    |   |  |                       | 
|--------------------- | - | ------------------ | - | - | ------------------ | - |  | --------------------- | 
|                      |   |                    |   |   |                    |   |  |                       | 
|                      |   | Three Months Ended |   |   | Three Months Ended |   |  | Percentage            | 
|                      |   | February 28, 2009  |   |   | February 29, 2008  |   |  | Increase / (Decrease) | 
|Revenue               | $ | -                  |   | $ | -                  |   |  | n/a                   | 
|Expenses              |   | (60,506            | ) |   | (18,400            | ) |  | 228.8%                | 
|Net Income (Loss)     | $ | (60,506            | ) | $ | (18,400            | ) |  | 228.8%                | 

4

---

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.

Expenses

Our operating expenses for the three months ended February 28,
2009 and February 29, 2008 consisted of the following:

|                          |   | Three
      Months Ended |  |   | Three
      Months Ended |  |  | Percentage            | 
|------------------------- | - | ------------------------ |  | - | ------------------------ |  |  | --------------------- | 
|                          |   | February 28, 2009        |  |   | February 29, 2008        |  |  | Increase / (Decrease) | 
|Depreciation Expense      | $ | 126                      |  | $ | 126                      |  |  | n/a                   | 
|Consulting Fees           |   | -                        |  |   | 300                      |  |  | (100)%                | 
|Filing and Regulatory     |   | 190                      |  |   | 300                      |  |  | (36.7)%               | 
|Incorporation Costs       |   | 1,262                    |  |   | -                        |  |  | n/a                   | 
|Management Fees           |   | 9,000                    |  |   | 2,800                    |  |  | 221.4%                | 
|Mineral Property          |   | 3,066                    |  |   | -                        |  |  | n/a                   | 
|Exploration Costs         |   |                          |  |   |                          |  |  |                       | 
|Office and Administrative |   | 3,278                    |  |   | 1,302                    |  |  | 151.8%                | 
|Professional Fees         |   | 43,584                   |  |   | 13,572                   |  |  | 221.1%                | 
|Total Operating Expenses  | $ | 60,506                   |  | $ | 18,400                   |  |  | 228.8%                | 

Professional fees during the quarter ended February 28, 2009
consist of accounting and legal fees incurred in connection with meeting our
ongoing reporting requirements under the Exchange Act. The additional
professional fees during the quarter ended February 29, 2008 primarily relate to
costs incurred in connection with our acquisition of the Clisbako Property and
the filing of our Annual Report on Form 10-K.

Management fees relate to fees accrued to the directors of MAC,
our wholly owned subsidiary.

We anticipate our operating expenses will increase if we
implement our exploration program on the Clisbako Property.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital           |   |                            |   |   |                            |   |  |                       | 
|------------------------- | - | -------------------------- | - | - | -------------------------- | - |  | --------------------- | 
|                          |   |                            |   |   |                            |   |  | Percentage            | 
|                          |   | At
      February 28, 2009 |   |   | At
      November 30, 2008 |   |  | Increase / (Decrease) | 
|Current Assets            | $ | 26,383                     |   | $ | 29,926                     |   |  | (11.8)%               | 
|Current Liabilities       |   | (293,042                   | ) |   | (199,605                   | ) |  | (46.8)%               | 
|Working Capital (Deficit) | $ | (266,659                   | ) | $ | (169,679                   | ) |  | (57.2)%               | 

5

---

|Cash Flows                                      |   |                    |   |   |                    |  
|----------------------------------------------- | - | ------------------ | - | - | ------------------ | -
|                                                |   | Three Months Ended |   |   | Three Months Ended |  
|                                                |   | February 28, 2009  |   |   | February 29, 2008  |  
|Cash Flows (Used In)
      Operating Activities | $ | (56,043            | ) | $ | (14,227            | )
|Cash Flows (Used in) Investing Activities       |   | 20,000             |   |   | -                  |  
|Cash Flows From Financing
      Activities      |   | 17,500             |   |   | 20,000             |  
|Net Increase (Decrease) In Cash During Period   | $ | (18,543            | ) | $ | 5,773              |  

The increase in our working capital deficit at February 28,
2009 from our year ended November 30, 2008 is a result of: (i) an increase of
accounts payable as a result of an increase in our total expenses; and (ii) the
recording of a payable of $55,575 in connection with our acquisition of the
Clisbako Property.

Future Financings

As at February 28, 2009, we had cash on hand of $11,383.
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.

On August 27, 2008, our Board of Directors has approved a
private placement offering of up to 200 pre-split units (the Units) at a price
of $2,500 per pre-split Unit for total proceeds of $500,000. As a result of the
three-for-one forward split on April 13, 2009, each Unit will now be comprised
of one $833, 10% convertible note (each a Note) and 30,000 share purchase
warrants (each a Warrant). Each Note is due on October 31, 2010 and is
convertible into shares of our common stock at a price of $0.05 per share. Each
Warrant shall entitle the holder to purchase one (1) share of our common stock
at a price of $0.083 per share for a one year period from the date of issue. The
private placement offering of Units will be made to investors who are not U.S.
Persons as defined in Regulation S. As of February 28, 2009, we had received
proceeds of $85,000 under this offering, but we have not issued any securities
under the offering. There are no assurances that any additional units will be
sold under the offering.

OFF-BALANCE SHEET ARRANGEMENTS

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

6

---

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in the notes to our audited financial statements for the year ended
November 30, 2008 included in our Annual Report on Form 10-K filed with the SEC
on March 13, 2009.

Use of Estimates

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

Exploration Stage Enterprise

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

Mineral Property Interests

We are an exploration stage mining company and have not yet
realized any revenue from our operations. We are primarily engaged in the
acquisition, exploration and development of mining properties. Exploration costs
are expensed as incurred regardless of the stage of development or existence of
reserves. Costs of acquisition are capitalized subject to impairment testing, in
accordance with Financial Accounting Standards 144 (FAS 144), Accounting for
the Impairment or Disposal of Long-Lived Assets, when facts and circumstances
indicate impairment may exist.

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

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

If an area of interest is abandoned or it is determined that
its carrying value cannot be supported by future production or sale, the related
costs are charged against operations in the year of

7

---

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 and proposed mine development 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, 2009 (the Evaluation Date). This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were not effective as of the Evaluation Date
as a result of the material weaknesses in internal control over financial
reporting discussed below.

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 this report, we believe that our financial statements contained in
our Quarterly Report on Form 10-Q for the quarter ended February 28, 2009 fairly
present our financial condition, results of operations and cash flows in all
material respects

Material Weaknesses

Management assessed the effectiveness of our internal control
over financial reporting as of Evaluation Date and identified the following
material weaknesses:

|1. | Certain entity level controls establishing a tone at the
      top were considered material weaknesses. As of February 28, 2009, we did
      not have an audit committee. There is no policy on fraud. A whistleblower
      policy is not necessary given the small size of the
  organization.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8

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|2. | Due to the significant number and magnitude of
      out-of-period adjustments identified during the year-end closing process,
      management has concluded that the controls over the period- end financial
      reporting process were not operating effectively. A material weakness in
      the period-end financial reporting process could result in us not being
      able to meet our regulatory filing deadlines and, if not remediated, has
      the potential to cause a material misstatement or to miss a filing
      deadline in the future. Management override of existing controls is
      possible given the small size of the organization and lack of
      personnel.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | There is no system in place to review and monitor
      internal control over financial reporting. We maintain an insufficient
      complement of personnel to carry out ongoing monitoring responsibilities
      and ensure effective internal control over financial
  reporting.                                                                                                                                                                                                                                                                                                                                                                                                             

Changes in Internal Controls

As of the Evaluation Date, there were no changes in our
internal control over financial that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

9

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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, 2009, we had cash on hand in the amount of
  $11,383 and a working capital deficit of $266,659. Our plan of operation calls
  for significant expenses in connection with the exploration and development
  of the Clisbako Property. On August 27, 2008, our Board of Directors has approved
  a private placement offering of up to 200 pre-split units (the Units)
  at a price of $2,500 per pre-split Unit for total proceeds of $500,000. As a
  result of the three-for-one forward split on April 13, 2009, each Unit will
  now be comprised of one $833, 10% convertible note (each a Note)
  and 30,000 share purchase warrants (each a Warrant). Each Note is
  due on October 31, 2010 and is convertible into shares of our common stock at
  a price of $0.05 per share. Each Warrant shall entitle the holder to purchase
  one (1) share of our common stock at a price of $0.083 per share for a one year
  period from the date of issue. The private placement offering of Units will
  be made to investors who are not U.S. Persons as defined in Regulation
  S. There is no assurance that the private placement offering or any part of
  it will be completed. Obtaining additional financing would be subject to a number
  of factors outside of our control, including market conditions and additional
  costs and expenses that might exceed current estimates. These factors may make
  the timing, amount, terms or conditions of additional financing unavailable
  to us in which case we will be unable to complete our plan of operation on the
  Clisbako Property.

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 $328,041 for the period from
our inception on April 28, 2006 to February 28, 2009, and have no revenues to
date. Our future is dependent upon our ability to obtain financing. Williams
& Webster, P.S., Certified Public Accountants, our independent 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 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

10

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considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the exploration of the
mineral properties that we plan to undertake. These potential problems include,
but are not limited to, unanticipated problems relating to exploration, and
additional costs and expenses that may exceed current estimates.

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

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

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

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

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

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

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

11

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We face significant competition in the mineral exploration
industry.

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

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

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

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

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

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

We are currently offering units (10% convertible notes and
share purchase warrants) for gross proceeds of $500,000. Since our inception, we
have relied on such equity sales of our common stock to fund our operations. We
may conduct further equity offerings in the future to finance our current
projects or to finance subsequent projects that we decide to undertake. If
common stock is issued in return for additional funds, the price per share could
be lower than that paid by our current stockholders. We anticipate continuing to
rely on equity sales of our common stock in order to fund our business
operations. If we issue additional stock, the interests of existing shareholders
will be diluted.

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

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

12

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

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

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

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

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

13

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

None.

ITEM
3.            DEFAULTS
UPON SENIOR SECURITIES.

None.

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

None.

ITEM
5.            OTHER
INFORMATION.

Amendments To Articles Of Incorporation

Effective April 13, 2009, we amended our Articles of
Incorporation in accordance with Article 78.207 of Chapter 78 of the Nevada
Revised Statutes by increasing our issued and authorized common stock on a
three-for-one basis. Accordingly, our authorized capital of common stock has
been increased from 100,000,000 shares to 300,000,000 shares of common stock,
$0.001 par value per share, and our issued and outstanding shares were increased
correspondingly on a three-for-one basis.

As a result of the forward split, the number of shares of
common stock outstanding was increased correspondingly from 17,999,048 shares to
53,997,144 shares.

New Stock Symbol

Effective April 13, 2009, as a result of the 3-for-1 forward
split our trading symbol has been changed from "PGRM" to PNGM.

ITEM
6.           
EXHIBITS.

|Exhibit |                                                                                                                                                             
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                     
|        |                                                                                                                                                             
|3.1     | Articles of
      Incorporation.(1)                                                                                                                         
|        |                                                                                                                                                             
|3.2     | Certificate of Change Pursuant to NRS 78.209 increasing
      the authorized capital of common stock to 300,000,000 shares, par value
  $0.001 per share.(5)
|        |                                                                                                                                                             
|3.3     | Bylaws, as amended.(1)                                                                                                                                      
|        |                                                                                                                                                             
|4.1     | Specimen Stock Certificate.(1)                                                                                                                              
|        |                                                                                                                                                             
|10.1    | Purchase Agreement dated June 16, 2006 between Kimberly
      Sinclair and the Company.(1)                                                                  
|        |                                                                                                                                                             
|10.2    | Loan Agreement dated December 19, 2007 between the
      Company (as the borrower) and Kahala Financial Corp. (as the
      lender).(2)                     
|        |                                                                                                                                                             
|10.3    | Purchase Agreement dated December 15, 2008 among
      Solfotara Mining Corp., Magellan Copper and Gold plc and Magellan
      Acquisition Corp.(4)         
|        |                                                                                                                                                             
|10.4    | Purchase Agreement dated December 16, 2008 between Bako
      Resources Inc. and the Company.(4)                                                            

14

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ExhibitNumber
      Description of Exhibits14.1
      Code of Ethics.(3)31.1
      Certification
          of Chief Executive Officer and Chief Financial Officer as adopted pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
      Certification
          of Chief Executive Officer and Chief Financial Officer as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002.


Notes

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

15

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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 20, 2009 |  | By: | /s/ Richard W. Donaldson                               
|      |                |  |     | RICHARD W. DONALDSON                                   
|      |                |  |     | Chief Executive Officer, Chief
      Financial Officer,
|      |                |  |     | President, Secretary, Treasurer,                       
|      |                |  |     | (Principal Executive Officer                           
|      |                |  |     | and Principal Accounting Officer)                      

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