---

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,
2010

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

For the transition period from _____to _____

COMMISSION FILE NUMBER000-52626

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ x ]Yes[ ] No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
[ ] Yes [ ] No

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [ ]                                                   | Accelerated filer [ ]           
|----------------------------------------------------------------------------- | --------------------------------
|Non-accelerated filer [ ] (Do not check if a smaller
      reporting company) | Smaller reporting company[ x
  ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ x ]

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date: As of
April 14, 2010, the Issuer had 54,267,144 Shares of Common Stock
outstanding.

---

PART I - FINANCIAL INFORMATION

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

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of
Regulation S-X, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the three months ended February 28, 2010
are not necessarily indicative of the results that can be expected for the year
ending November 30, 2010.

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

2

---

PENGRAM CORPORATION(An Exploration Stage
    Company)

FIRST QUARTER CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2010(Unaudited) 
    (Stated in U.S.
    Dollars)

F-1

---

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

|                                                                                                                                                     |   | FEBRUARY 28 |   |   | NOVEMBER 30 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                                                                                                                     |   | 2010        |   |   | 2009        |  
|                                                                                                                                                     |   |             |   |   |             |  
|ASSETS                                                                                                                                               |   |             |   |   |             |  
|                                                                                                                                                     |   |             |   |   |             |  
|Current                                                                                                                                              |   |             |   |   |             |  
|Cash                                                                                                                                                 | $ | 33,203      |   | $ | 3,711       |  
|Marketable securities (Note 12)                                                                                                                      |   | 10,367      |   |   | 10,367      |  
|Total Current Assets                                                                                                                                 |   | 43,570      |   |   | 14,078      |  
|                                                                                                                                                     |   |             |   |   |             |  
|Computer Equipment(Note 3)                                                                                                                           |   | 127         |   |   | 253         |  
|Mineral Property Acquisition Costs(Note 4)                                                                                                           |   | 478,100     |   |   | 440,100     |  
|                                                                                                                                                     |   |             |   |   |             |  
|Total Assets                                                                                                                                         | $ | 521,797     |   | $ | 454,431     |  
|                                                                                                                                                     |   |             |   |   |             |  
|LIABILITIES                                                                                                                                          |   |             |   |   |             |  
|                                                                                                                                                     |   |             |   |   |             |  
|Current                                                                                                                                              |   |             |   |   |             |  
|Accounts payable and
      accrued liabilities                                                                                                       | $ | 199,782     |   | $ | 172,333     |  
|Amounts
      due to related parties                                                                                                                 |   | 30,000      |   |   | 24,000      |  
|Amount due to shareholder                                                                                                                            |   | 1,920       |   |   | 1,920       |  
|Promissory notes payable (Notes 4 and 5)                                                                                                             |   | 142,570     |   |   | 65,913      |  
|Promissory notes payable
      to related parties (Note 6)                                                                                           |   | 24,395      |   |   | 23,901      |  
|Loan
      payable (Note 7)                                                                                                                          |   | 6,609       |   |   | 6,476       |  
|Convertible notes (Note
      9)                                                                                                                     |   | 87,655      |   |   | 61,662      |  
|Unit
      subscriptions received (Note 10)                                                                                                          |   | 18,860      |   |   | 18,860      |  
|Total Current Liabilities                                                                                                                            |   | 511,791     |   |   | 375,065     |  
|                                                                                                                                                     |   |             |   |   |             |  
|STOCKHOLDERS EQUITY                                                                                                                                 |   |             |   |   |             |  
|                                                                                                                                                     |   |             |   |   |             |  
|Capital Stock(Note 8)                                                                                                                                |   |             |   |   |             |  
|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: 
                        
      54,207,144 common shares as at February 28, 2010 and 
                              
      November 30, 2009 |   | 54,207      |   |   | 54,207      |  
|                                                                                                                                                     |   |             |   |   |             |  
|Share Subscriptions Received In Advance(Note 10)                                                                                                     |   | 12,500      |   |   | 2,500       |  
|Additional Paid-In Capital                                                                                                                           |   | 582,595     |   |   | 582,595     |  
|Share Purchase Warrants(Note 8)                                                                                                                      |   | 83,179      |   |   | 83,179      |  
|Deficit Accumulated During The
      Exploration Stage                                                                                               |   | (722,475    | ) |   | (643,115    | )
|Total Stockholders Equity                                                                                                                           |   | 10,006      |   |   | 79,366      |  
|                                                                                                                                                     |   |             |   |   |             |  
|Total
      Liabilities And Stockholders Equity                                                                                                     | $ | 521,797     |   | $ | 454,431     |  

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

F-2

---

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

|                                                               |   |             |   |   |             |   |   | CUMULATIVE  |  
|-------------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                               |   |             |   |   |             |   |   | PERIOD FROM |  
|                                                               |   | THREE       |   |   | INCEPTION   |  
|                                                               |   | MONTHS      |   |   | APRIL 28    |  
|                                                               |   | ENDED       |   |   | 2006 TO     |  
|                                                               |   | FEBRUARY 28 |   |   | FEBRUARY 28 |  
|                                                               |   | 2010        |   |   | 2009        |   |   | 2010        |  
|                                                               |   |             |   |   |             |   |   |             |  
|Expenses                                                       |   |             |   |   |             |   |   |             |  
|Bank charges and interest                                      | $ | 5,212       |   | $ | -           |   | $ | 23,726      |  
|Consulting fees                                                |   | -           |   |   | -           |   |   | 2,350       |  
|Depreciation expense                                           |   | 126         |   |   | 126         |   |   | 1,389       |  
|Filing
      and regulatory                                    |   | 879         |   |   | 190         |   |   | 16,127      |  
|Finance charges                                                |   | 22,603      |   |   | -           |   |   | 76,222      |  
|Incorporation costs                                            |   | -           |   |   | 1,262       |   |   | 3,382       |  
|Investor relations                                             |   | -           |   |   | -           |   |   | 9,800       |  
|Management fees                                                |   | 9,000       |   |   | 9,000       |   |   | 101,600     |  
|Mineral property
      exploration costs                       |   | 1,569       |   |   | 3,066       |   |   | 62,999      |  
|Office
      and administrative                                |   | 3,420       |   |   | 3,278       |   |   | 46,634      |  
|Professional fees                                              |   | 33,051      |   |   | 43,584      |   |   | 355,165     |  
|Travel                                                         |   | -           |   |   | -           |   |   | 13,581      |  
|Website costs                                                  |   | 3,500       |   |   | -           |   |   | 3,500       |  
|Write-off
      of mineral property costs                      |   | -           |   |   | -           |   |   | 6,000       |  
|                                                               |   |             |   |   |             |   |   |             |  
|Net Loss For The Period                                        | $ | (79,360     | ) | $ | (60,506     | ) | $ | (722,475    | )
|                                                               |   |             |   |   |             |   |   |             |  
|Basic And Diluted Loss Per Share                               | $ | (0.01       | ) | $ | (0.01       | ) |   |             |  
|                                                               |   |             |   |   |             |   |   |             |  
|Weighted Average Number Of Common Shares
          Outstanding |   | 54,207,144  |   |   | 53,641,588  |   |   |             |  

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

F-3

---

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

|                                                                                              |   |             |   |   |             |   |   | CUMULATIVE  |  
|--------------------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                                                              |   |             |   |   |             |   |   | PERIOD FROM |  
|                                                                                              |   | THREE       |   |   | INCEPTION   |  
|                                                                                              |   | MONTHS      |   |   | APRIL 28    |  
|                                                                                              |   | ENDED       |   |   | 2006 TO     |  
|                                                                                              |   | FEBRUARY 28 |   |   | FEBRUARY 28 |  
|                                                                                              |   | 2010        |   |   | 2009        |   |   | 2010        |  
|                                                                                              |   |             |   |   |             |   |   |             |  
|Cash (Used In) Operating Activities                                                           |   |             |   |   |             |   |   |             |  
|Net loss for the period                                                                       | $ | (79,360     | ) | $ | (60,506     | ) | $ | (722,475    | )
|Adjustment for items not affecting cash:                                                      |   |             |   |   |             |   |   |             |  
|Depreciation                                                                                  |   | 126         |   |   | 126         |   |   | 1,389       |  
|Finance charges on convertible notes                                                          |   | 22,603      |   |   | -           |   |   | 76,222      |  
|Foreign exchange on promissory note payable                                                   |   | 671         |   |   | (3,649      | ) |   | 9,984       |  
|Accrued interest payable                                                                      |   | 5,003       |   |   | 3,437       |   |   | 21,749      |  
|Write-off of mineral property costs                                                           |   | -           |   |   | -           |   |   | 6,000       |  
|Changes
      in non-cash operating working capital items:                                    |   |             |   |   |             |   |   |             |  
|Deposits                                                                                      |   | -           |   |   | (15,000     | ) |   | -           |  
|Accounts payable and accrued liabilities                                                      |   | 27,449      |   |   | 19,549      |   |   | 196,066     |  
|Amounts due to related parties                                                                |   | 6,000       |   |   | -           |   |   | 30,000      |  
|                                                                                              |   | (17,508     | ) |   | (56,043     | ) |   | (381,065    | )
|Cash Provided By (Used In) Investing Activities                                               |   |             |   |   |             |   |   |             |  
|Advances                                                                                      |   | -           |   |   | 20,000      |   |   | (10,367     | )
|Mineral property
      acquisition costs                                                      |   | (38,000     | ) |   | -           |   |   | (54,000     | )
|Computer
      equipment                                                                      |   | -           |   |   | -           |   |   | (1,516      | )
|                                                                                              |   | (38,000     | ) |   | 20,000      |   |   | (65,883     | )
|Cash Provided By Financing
      Activities                                                   |   |             |   |   |             |   |   |             |  
|Issuance of convertible
      notes                                                           |   | -           |   |   | -           |   |   | 137,500     |  
|Issuance
      of common stock                                                                |   | -           |   |   | -           |   |   | 208,981     |  
|Unit subscriptions
      received                                                             |   | -           |   |   | 17,500      |   |   | 18,860      |  
|Share
      subscriptions received in advance                                                 |   | 10,000      |   |   | -           |   |   | 12,500      |  
|Promissory note payable                                                                       |   | 75,000      |   |   | -           |   |   | 75,000      |  
|Promissory notes payable to related parties                                                   |   | -           |   |   | -           |   |   | 27,000      |  
|Repayment of promissory
      notes payable to related parties                                |   | -           |   |   | -           |   |   | (7,000      | )
|Loan
      payable                                                                            |   | -           |   |   | -           |   |   | 5,390       |  
|Amount due to shareholder                                                                     |   | -           |   |   | -           |   |   | 1,920       |  
|                                                                                              |   | 85,000      |   |   | 17,500      |   |   | 480,151     |  
|                                                                                              |   |             |   |   |             |   |   |             |  
|Increase (Decrease) In Cash                                                                   |   | 29,492      |   |   | (18,543     | ) |   | 33,203      |  
|Cash, Beginning Of Period                                                                     |   | 3,711       |   |   | 29,926      |   |   | -           |  
|                                                                                              |   |             |   |   |             |   |   |             |  
|Cash, End Of
      Period                                                                     | $ | 33,203      |   | $ | 11,383      |   | $ | 33,203      |  
|                                                                                              |   |             |   |   |             |   |   |             |  
|Supplemental Disclosure Of Cash Flow Information                                              |   |             |   |   |             |   |   |             |  
|Cash paid
      during the period for:                                                        |   |             |   |   |             |   |   |             |  
|Interest                                                                                      | $ | -           |   | $ | -           |   | $ | 400         |  
|Income taxes                                                                                  | $ | -           |   | $ | -           |   | $ | -           |  
|                                                                                              |   |             |   |   |             |   |   |             |  
|Non-Cash Financing And Investing
      Activities                                             |   |             |   |   |             |   |   |             |  
|Shares received from
      Solfotara Minerals Corp. (Note 12)                                 | $ | -           |   | $ | 10,367      |   | $ | 10,367      |  
|Shares
      issued for mineral property acquisition costs (Note 4)                           | $ | -           |   | $ | 300,000     |   | $ | 373,500     |  
|Promissory
      note payable for mineral property acquisition costs 
               (Note 4) | $ | -           |   | $ | 56,600      |   | $ | 56,600      |  

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

F-4

---

|PENGRAM CORPORATION                                            
|---------------------------------------------------------------
|(An Exploration Stage Company)                                 
|                                                               
|STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)                 
|                                                               
|PERIOD FROM INCEPTION APRIL 28, 2006 TO FEBRUARY 28,
      2010
|(Unaudited)                                                    
|(Stated in U.S. Dollars)                                       

|                                                                |  |              |  |   |          |  |   |                  |  |   |            |   |   |             |  |   | DEFICIT     |   |   |          |  
|--------------------------------------------------------------- |  | ------------ |  | - | -------- |  | - | ---------------- |  | - | ---------- | - | - | ----------- |  | - | ----------- | - | - | -------- | -
|                                                                |  |              |  |   |          |  |   |                  |  |   |            |   |   |             |  |   | ACCUMULATED |   |   |          |  
|                                                                |  |              |  |   |          |  |   | SHARE            |  |   |            |   |   |             |  |   | DURING      |   |   |          |  
|                                                                |  |              |  |   |          |  |   | SUBSCRIPTIONS    |  |   | ADDITIONAL |   |   | SHARE       |  |   | THE         |   |   |          |  
|                                                                |  | COMMON STOCK |  |   | RECEIVED |  |   | PAID-IN          |  |   | PURCHASE   |   |   | EXPLORATION |  |   |             |  
|                                                                |  | SHARES       |  |   | AMOUNT   |  |   | IN
      ADVANCE |  |   | CAPITAL    |   |   | WARRANTS    |  |   | STAGE       |   |   | TOTAL    |  
|                                                                |  |              |  |   |          |  |   |                  |  |   |            |   |   |             |  |   |             |   |   |          |  
|June 19, 2006  stock issued for cash at 
      $0.001          |  | 27,000,000   |  |   | $ 27,000 |  | $ | -                |  |   | $ (18,000  | ) | $ | -           |  | $ | -           |   | $ | 9,000    |  
|Stock issued for cash $0.01 in private 
      placement         |  | 17,997,144   |  |   | 17,997   |  |   | -                |  |   | 101,984    |   |   | -           |  |   | -           |   |   | 119,981  |  
|Net loss for the period                                         |  | -            |  |   | -        |  |   | -                |  |   | -          |   |   | -           |  |   | (20,112     | ) |   | (20,112  | )
|Balance, November 30, 2006                                      |  | 44,997,144   |  |   | 44,997   |  |   | -                |  |   | 83,984     |   |   | -           |  |   | (20,112     | ) |   | 108,869  |  
|                                                                |  |              |  |   |          |  |   |                  |  |   |            |   |   |             |  |   |             |   |   |          |  
|Net loss for the year                                           |  | -            |  |   | -        |  |   | -                |  |   | -          |   |   | -           |  |   | (108,384    | ) |   | (108,384 | )
|Balance, November 30, 2007                                      |  | 44,997,144   |  |   | 44,997   |  |   | -                |  |   | 83,984     |   |   | -           |  |   | (128,496    | ) |   | 485      |  
|                                                                |  |              |  |   |          |  |   |                  |  |   |            |   |   |             |  |   |             |   |   |          |  
|September 4, 2008  units issued for cash
      at 
      $0.03 |  | 3,000,000    |  |   | 3,000    |  |   | -                |  |   | 41,300     |   |   | 35,700      |  |   | -           |   |   | 80,000   |  
|Net loss for the year                                           |  | -            |  |   | -        |  |   | -                |  |   | -          |   |   | -           |  |   | (139,039    | ) |   | (139,039 | )
|Balance, November 30, 2008                                      |  | 47,997,144   |  |   | 47,997   |  |   | -                |  |   | 125,284    |   |   | 35,700      |  |   | (267,535    | ) |   | (58,554  | )
|                                                                |  |              |  |   |          |  |   |                  |  |   |            |   |   |             |  |   |             |   |   |          |  
|Stock issued for mineral property                               |  | 6,000,000    |  |   | 6,000    |  |   | -                |  |   | 294,000    |   |   | -           |  |   | -           |   |   | 300,000  |  
|Relative fair value allocation of convertible 
      notes      |  | -            |  |   | -        |  |   | -                |  |   | 90,021     |   |   | 47,479      |  |   | -           |   |   | 137,500  |  
|Stock issued under assignment agreement                         |  | 150,000      |  |   | 150      |  |   | -                |  |   | 37,350     |   |   | -           |  |   | -           |   |   | 37,500   |  
|Stock issued pursuant to extension 
      agreement             |  | 60,000       |  |   | 60       |  |   | -                |  |   | 35,940     |   |   | -           |  |   | -           |   |   | 36,000   |  
|Share subscriptions received in advance                         |  | -            |  |   | -        |  |   | 2,500            |  |   | -          |   |   | -           |  |   | -           |   |   | 2,500    |  
|Net loss for the year                                           |  | -            |  |   | -        |  |   | -                |  |   | -          |   |   | -           |  |   | (375,580    | ) |   | (375,580 | )
|Balance, November 30, 2009                                      |  | 54,207,144   |  |   | 54,207   |  |   | 2,500            |  |   | 582,595    |   |   | 83,179      |  |   | (643,115    | ) |   | 79,366   |  
|                                                                |  |              |  |   |          |  |   |                  |  |   |            |   |   |             |  |   |             |   |   |          |  
|Share subscriptions received in advance                         |  | -            |  |   | -        |  |   | 10,000           |  |   | -          |   |   | -           |  |   | -           |   |   | 10,000   |  
|Net loss for the period                                         |  | -            |  |   | -        |  |   | -                |  |   | -          |   |   | -           |  |   | (79,360     | ) |   | (79,360  | )
|                                                                |  |              |  |   |          |  |   |                  |  |   |            |   |   |             |  |   |             |   |   |          |  
|Balance, February 28, 2010                                      |  | 54,207,144   |  | $ | 54,207   |  | $ | 12,500           |  | $ | 582,595    |   | $ | 83,179      |  | $ | (722,475    | ) | $ | 10,006   |  

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

F-5

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(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, 2009. 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, 2009, has been omitted.
      The results of operations for the three month period ended February 28,
      2010 are not necessarily indicative of results for the entire fiscal year
      ending November 30, 2010.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Consolidated Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | These consolidated financial statements include the
      accounts of Pengram Corporation (the Company) and its wholly owned
      subsidiaries, Magellan Acquisition Corp. (Nevada) (MAC) and Clisbako
      Minerals Inc. (British Columbia) (CMI). All intercompany balances have
      been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company was incorporated in the State of Nevada,
      U.S.A., on April 28, 2006. The Companys principal executive offices are
      in Bellingham, Washington, U.S.A. The Companys year end is November
      30.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company has been in the exploration stage since its
      formation and has not yet realized any revenues from its planned
      operations. The Company was formed for the purpose of acquiring
      exploration and development stage natural resource properties. The Company
      has not commenced business operations. The Company is an exploration stage
      company as defined in the Securities and Exchange Commission (S.E.C.)
      Industry Guide No. 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-6

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Forward Stock Split                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | During the year ended November 30, 2009, the Company
      completed a three-for-one forward stock split of its 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 amounts (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 $722,475 for the period from April 28,
      2006 (inception) to February 28, 2010, and has no revenues. The future of
      the Company is dependent upon its ability to obtain financing and upon
      future profitable operations from the development of its natural resource
      properties. Management has plans to seek additional capital through a
      private placement and public offering of its common stock. The financial
      statements do not include any adjustments relating to the recoverability
      and classification of recorded assets, or the amounts of and
      classification of liabilities that might be necessary in the event the
      Company cannot continue in existence.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The financial statements of the Company have been
      prepared in accordance with generally accepted accounting principles in
      the United States. Because a precise determination of many assets and
      liabilities is dependent upon future events, the preparation of financial
      statements for a period necessarily involves the use of estimates which
      have been made using careful judgement.                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The financial statements have, in managements opinion,
      been properly prepared within the framework of the significant accounting
      policies summarized below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

F-7

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

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

F-8

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

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

F-9

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

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

|                        |  | FEBRUARY 28 |  |  | NOVEMBER 30 | 
|----------------------- |  | ----------- |  |  | ----------- | 
|                        |  | 2010        |  |  | 2009        | 
|                        |  |             |  |  |             | 
|Convertible notes       |  | 2,978,664   |  |  | 2,910,856   | 
|Share purchase warrants |  | 4,650,000   |  |  | 4,650,000   | 

F-10

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

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

F-11

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

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

F-12

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

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

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

The Company measured their marketable
  securities using Level 3 fair value assumptions as at February 28, 2010. The
  fair value of the common shares received (see Note 12) 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 three month period ended February 28, 2010.

F-13

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

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

| |                                                           |   |             |  |   | QUOTED    |  |   | SIGNIFICANT   |  |   |               | 
| | --------------------------------------------------------- | - | ----------- |  | - | --------- |  | - | ------------- |  | - | ------------- | 
| |                                                           |   | FAIR VALUE  |  |   | PRICES    |  |   | OTHER         |  |   |               | 
| |                                                           |   | AT          |  |   | IN ACTIVE |  |   | OBSERVABLE    |  |   | UNOBSERVABLE  | 
| |                                                           |   | FEBRUARY 28 |  |   | MARKETS   |  |   | INPUTS        |  |   | INPUTS        | 
| | DESCRIPTION                                               |   | 2010        |  |   | (LEVEL 1) |  |   | **(LEVEL 2)** |  |   | **(LEVEL 3)** | 
| |                                                           |   |             |  |   |           |  |   |               |  |   |               | 
| |                                                           |   |             |  |   |           |  |   |               |  |   |               | 
| | Assets:                                                   |   |             |  |   |           |  |   |               |  |   |               | 
| | Cash                                                      | $ | 33,203      |  | $ | 33,203    |  | $ | -             |  | $ | -             | 
| | Marketable securities                                     |   | 10,367      |  |   | -         |  |   | -             |  |   | 10,367        | 
| | Assets measured at fair value at 
      February 28, 2010 | $ | 43,570      |  | $ | 33,203    |  | $ | -             |  | $ | 10,367        | 

| | q) | Comparative Figures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | Certain comparative figures have been reclassified to
      conform with the current years presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | r) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | In February 2010, FASB issued Accounting Standards Update
      (ASU) 2010-09 Subsequent Events (Topic 855) Amendments to Certain
      Recognition and Disclosure Requirements. ASU 2010-09 removes the
      requirement for an SEC filer to disclose a date in both issued and revised
      financial statements. Revised financial statements include financial
      statements revised as a result of either correction of an error or
      retrospective application of GAAP. All of the amendments in ASU 2010-09
      are effective upon issuance of the final ASU, except for the use of the
      issued date for conduit debt obligors. That amendment is effective for
      interim or annual periods ending after June 15, 2010. The Company adopted
      ASU 2010-09 in February 2010 and it did not have a material impact on the
      Companys interim financial statements.

F-14

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

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

F-15

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

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

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

| |                    |   | FEBRUARY 28 |  |   | NOVEMBER 30  | 
| | ------------------ | - | ----------- |  | - | ------------ | 
| |                    |   | 2010        |  |   | 2009         | 
| |                    |   |             |  |   | ACCUMULATED  | 
| |                    |   | COST        |  |   | AMORTIZATION | 
| |                    |   |             |  |   |              | 
| | Computer Equipment | $ | 1,516       |  | $ | 1,389        | 

|4. | MINERAL PROPERTY AND ACQUISITION COSTS
|-- | --------------------------------------

| |                        |   | NOVEMBER 30 |  |   |           |  |   | ABANDONED, |  |   | FEBRUARY 28 | 
| | ---------------------- | - | ----------- |  | - | --------- |  | - | ---------- |  | - | ----------- | 
| |                        |   | 2009        |  |   | ADDITIONS |  |   | IMPAIRED   |  |   | 2010        | 
| | Mineral Property       |   |             |  |   |           |  |   |            |  |   |             | 
| |                        |   |             |  |   |           |  |   |            |  |   |             | 
| | Clisbako claims (b)    | $ | 392,600     |  | $ | -         |  | $ | -          |  | $ | 392,600     | 
| | Eureka claims (c)      |   | 47,500      |  |   | -         |  |   | -          |  |   | 47,500      | 
| | Manado Gold claims (d) |   | -           |  |   | 35,000    |  |   | -          |  |   | 35,000      | 
| | June claims (e)        |   | -           |  |   | 3,000     |  |   | -          |  |   | 3,000       | 
| |                        |   |             |  |   |           |  |   |            |  |   |             | 
| |                        | $ | 440,100     |  | $ | 38,000    |  | $ | -          |  | $ | 478,100     | 

F-16

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

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

| |                     |   | NOVEMBER |  |   |           |  |   |            |  |   | NOVEMBER | 
| | ------------------- | - | -------- |  | - | --------- |  | - | ---------- |  | - | -------- | 
| |                     |   | 30       |  |   |           |  |   | ABANDONED, |  |   | 30       | 
| |                     |   | 2008     |  |   | ADDITIONS |  |   | IMPAIRED   |  |   | 2009     | 
| | Mineral Property    |   |          |  |   |           |  |   |            |  |   |          | 
| |                     |   |          |  |   |           |  |   |            |  |   |          | 
| | Clisbako claims (b) | $ | -        |  | $ | 392,600   |  | $ | -          |  | $ | 392,600  | 
| | Eureka claims (c)   |   | -        |  |   | 47,500    |  |   | -          |  |   | 47,500   | 
| |                     |   |          |  |   |           |  |   |            |  |   |          | 
| |                     | $ | -        |  | $ | 440,100   |  | $ | -          |  | $ | 440,100  | 

| | a) | Spelter Claim                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | b) | Clisbako Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | On December 16, 2008, the Company entered into a purchase
      agreement to acquire an undivided 100% interest in a group of ten mineral
      claims (collectively known as the Clisbako claims) located in the
      Cariboo Mining Division of British Columbia, Canada. Consideration for the
      claims was 6,000,000 shares (issued  see Note 8(a)) of the Companys
      common stock with a value of $300,000 and the issuance to the vendor of a
      promissory note in the amount of $56,600 (CDN$70,000 translated to
      US$66,584 as at February 28, 2010) payable June 30, 2009. On July 23,
      2009, the Company reached an agreement with the vendor to extend the
      deadline of the promissory note to December 31, 2009. In consideration of
      the extension of the deadline, the Company issued 60,000 common shares to
      the vendor with a fair value of $36,000. The promissory note is unsecured
      and free of interest.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | On January 21, 2010, the Company reached an agreement
      with the vendor to further extend the due date of the promissory note to
      February 15, 2010. In consideration of the further extension of the
      deadline, the Company will issue 10,000 shares of its common stock to the
      vendor (issued subsequent to the period ended February 28,
      2010).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-17

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

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

F-18

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|4. | MINERAL PROPERTY AND ACQUISITION COSTS(Continued)                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Acquisition Agreement shall provide for the earning
      of interests by the Company in the Manado Gold claims by making cash
      payments, stock issuances and completing work programs as
      follows:                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Upon the Company earning an 85% interest as outlined
      above, the vendor shall be carried and shall not be obligated to pay their
      proportionate share of the costs to complete a feasibility study and to
      place the claims into commercial production. On completion of the
      feasibility study, the Company shall have the option to acquire the
      remaining 15% interest for a cash payment of $5,000,000.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On March 29, 2010, the Company and the vendor agreed to
      extend the Due Diligence Period from January 31, 2010 to April 30,
      2010.                                                                                                                                                                                                                                                                                        

F-19

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|4. | MINERAL PROPERTY AND ACQUISITION COSTS(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | PROMISSORY NOTE PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company entered into a promissory note agreement
      whereby it borrowed $75,000 from an arms length party. The note bears
      interest at 10% per annum, is unsecured and repayable on demand. As at
      February 28, 2010, a total of $986 has been accrued as interest on this
      note.                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. | PROMISSORY NOTES PAYABLE TO RELATED
      PARTIES                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | On December 19, 2007, the Company entered into a
      promissory note whereby it borrowed $20,000. The note is unsecured,
      repayable on demand and bears interest at 10% per annum, payable annually.
      As at February 28, 2010, a total of $4,395 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 August 26, 2009, the Company received two demand loans
      for a total of $7,000 from companies controlled by an officer and director
      of the Company. During the year ended November 30, 2009, the Company
      repaid these loans in full. These notes were unsecured, repayable on
      demand and free of interest.                                                                                                                                          

F-20

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|7. | LOAN PAYABLE                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On October 1, 2008, the Company received a loan from an
      arms length party of $10,000. The loan is unsecured, repayable on demand
      and bears interest at 10% per annum, payable annually. During the year
      ended November 30, 2009, the Company paid back $4,610 of this balance. As
      at February 28, 2010, a total of $1,219 has been accrued as interest
      payable on the loan.
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|8. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           

F-21

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|8. | CAPITAL STOCK(Continued)
|-- | ------------------------
|   |                         
|   | b)                      
|   |                         
|   |                         

|NUMBER OF |  |   | EXERCISE |  |  | EXPIRY            | 
|--------- |  | - | -------- |  |  | ----------------- | 
|WARRANTS  |  |   | PRICE    |  |  | DATE              | 
|          |  |   |          |  |  |                   | 
|3,000,000 |  | $ | 0.033    |  |  | September 4, 2010 | 
|1,650,000 |  | $ | 0.083    |  |  | April 30, 2010    | 
|          |  |   |          |  |  |                   | 
|4,650,000 |  |   |          |  |  |                   | 

A summary of changes in share purchase
  warrants for the year ended November 30, 2009 and for the three month period
  ended February 28, 2010 is presented below:

| |                                                        |  |           |  |   | WEIGHTED | 
| | ------------------------------------------------------ |  | --------- |  | - | -------- | 
| |                                                        |  |           |  |   | AVERAGE  | 
| |                                                        |  | NUMBER OF |  |   | EXERCISE | 
| |                                                        |  | WARRANTS  |  |   | PRICE    | 
| |                                                        |  |           |  |   |          | 
| | Balance, November 30, 2008                             |  | 3,000,000 |  | $ | 0.033    | 
| |                                                        |  |           |  |   |          | 
| | Issued (Note 9(a))                                     |  | 1,650,000 |  | $ | 0.083    | 
| |                                                        |  |           |  |   |          | 
| | Balance, November 30, 2009 and February
      28, 2010 |  | 4,650,000 |  | $ | 0.05     | 

| |    | The fair value of the warrants issued in connection with
      the private placement during the year ended November 30, 2008 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. Of the total proceeds, $35,700 was allocated to
      share purchase warrants.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | The fair value of the warrants issued during the year
      ended November 30, 2009 was measured as disclosed in Note 9.                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | c) | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | As at February 28, 2010, the Company does not have an
      incentive stock option plan.                                                                                                                                                                                                                                                                                                                                                                                                       

F-22

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|9. | CONVERTIBLE NOTES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On April 30, 2009, the Company issued 55, $2,500
      Convertible Notes (the notes) in the aggregate amount of $137,500 due
      and payable on or before October 31, 2010, with interest charged at the
      rate of 10% per annum payable annually. Attached to the Notes were 550,000
      share purchase warrants (10,000 attached to each of the 55 notes). Each
      warrant entitles the holder to purchase three shares of the Companys
      common stock for a period expiring one year from the date of issuance of
      the notes at an exercise price of $0.25 ($0.083 per share). At the
      election of the holder, the notes and interest accrued thereon are
      convertible into such number of shares of the Companys common stock as
      shall be equal to the principal amount of the convertible note to be
      converted divided by $0.05. Conversion of the notes does not affect the
      warrants.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | During the year ended November 30, 2008, the Company had
      received $67,500 towards the convertible notes offering. During the year
      end November 30, 2009, the Company received the remaining $70,000 towards
      this offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company has allocated the proceeds received between
      the notes and the detachable warrants on a relative fair value basis. The
      fair value of the warrants was estimated using the Black-Scholes option
      pricing model at the date of issue with the following weighted average
      assumptions: expected dividend yield of 0%; average risk free interest
      rate of 0.63%; expected volatility of 229% and a term of 1.0 year. The
      fair value of the notes was estimated by multiplying the number of shares
      that would result from an immediate exercise of the conversion option, by
      the market price on the date of issue. The relative fair values of the
      notes and the warrants determine the debt discount attributable to the
      warrants. The result was $47,479 of the proceeds being allocated to the
      warrants and $90,021 being allocated to the notes. The resulting discount
      on the notes is amortized over the term of the notes to maturity such
      that, in the absence of any conversions, the carrying value of the notes
      at maturity would be equal to the face amount of $137,500. In the event of
      a conversion of any or all of the face amount of the notes, the
      proportionate amount of the unamortized discount as of the date of
      conversion is immediately charged to operations.

F-23

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|9.  | CONVERTIBLE NOTES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | In accordance with the provisions of ASC 470  20, the
      Company determines the intrinsic value of the beneficial conversion
      feature on the notes by comparing the market price of the Companys common
      stock at issuance of the notes to the effective conversion price of the
      notes, as determined by dividing the proceeds allocated to the notes by
      the number of shares that would result from an immediate exercise of the
      conversion option. The initial beneficial conversion feature was
      determined to be $734,250; however, in accordance with the provisions of
      ASC 470  20, it is limited to the proceeds allocated to the notes, being
      $90,021. This beneficial conversion feature is recorded as an immediate
      charge to additional paid-in capital and a further discount on the
      convertible note carrying value. This further discount is amortized over
      the term of the notes to maturity. In the event of a conversion of any, or
      all of, the face amount of the notes, the proportionate amount of the
      unamortized beneficial conversion feature as of the date of conversion is
      immediately charged to operations.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | During the three month period ended February 28, 2010,
      the Company recorded as finance charges, $7,804 of amortization of the
      discount resulting from the allocation of proceeds to the warrants and a
      further $14,799 of the intrinsic value of the beneficial conversion
      feature, leaving total unamortized amounts of $61,278.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | During the three month period ended February 28, 2010, no
      amounts of principal or accrued interest were converted into shares of the
      Companys common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10. | UNIT AND SHARE SUBSCRIPTIONS RECEIVED IN
      ADVANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-24

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|10. | UNIT AND SHARE SUBSCRIPTIONS RECEIVED IN ADVANCE(Continued)                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                           
|    | b)                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                           
|11. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                           
|    | During the three month period ended February 28, 2010,
      the Company paid or accrued management fees for services performed in the
      amount of $9,000 (2009 - $9,000) to the board of directors of
      MAC.                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                           
|12. | MARKETABLE SECURITIES AND ADVANCES                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                           
|    | The Company entered into a letter of intent dated August
      6, 2008 with Magellan Copper and Gold PLC (Magellan) to acquire 100% of
      the issued and outstanding shares of Magellan Resources PTE Ltd. and St.
      Anthony Resources PTE Ltd. (Magellan Subsidiaries). Consideration for
      the transaction will consist of the following:

- Issuance of up to 47,000,000 shares of the Company;
- Cash payments of $50,000 on the execution of a
      formal agreement and $250,000 on closing; and
- The assumption of liabilities, totaling not more
      than $110,000, of Magellan related to the preparation of technical reports and
      title opinions on the mineral resource properties held by Magellan
      subsidiaries.

Pending the closing of the transaction,
  the Company will advance $35,000 per month to Magellan for payment of expenses
  related to the mineral properties held by Magellan Subsidiaries. During the year
  ended November 30, 2008, the Company advanced a total of $110,367 to Magellan in
  connection with the letter of intent.

F-25

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|12. | MARKETABLE SECURITIES AND ADVANCES(Continued)                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                      
|    | On December 15, 2008, the Company decided not to pursue
      with the letter of intent and entered into an agreement with Solfotara
      Minerals Corp., a private Canadian company, whereby the Company would
      transfer their option to acquire the Magellan Subsidiaries for
      consideration as follows:
|    |                                                                                                                                                                                                                                                                                                                      
|    | 1.                                                                                                                                                                                                                                                                                                                   
|    | 2.                                                                                                                                                                                                                                                                                                                   
|    | 3.                                                                                                                                                                                                                                                                                                                   
|    | 4.                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                      
|    | The total value attributed to the common stock received
      from Solfotara Minerals Corp. was $10,367, or approximately $0.04 per
      share.                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                      
|13. | COMMITMENTS AND CONTRACTUAL OBLIGATIONS                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                      
|    | The Company has no significant commitments or contractual
      obligations with any parties respecting executive compensation, consulting
      arrangements or other matters. Rental of premises and investor relations
      services are provided on a month-to-month basis.                                     
|    |                                                                                                                                                                                                                                                                                                                      
|14. | SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                      
|    | The Company has one reportable operating segment, being
      the acquisition and exploration of mineral properties. Details of
      identifiable assets by geographic segments are as
      follows:                                                                                                               

| |                   |   |         |  |   | MINERAL   | 
| | ----------------- | - | ------- |  | - | --------- | 
| |                   |   | CAPITAL |  |   | PROPERTY  | 
| |                   |   | ASSETS  |  |   | INTERESTS | 
| |                   |   |         |  |   |           | 
| | February 28, 2010 |   |         |  |   |           | 
| | USA               | $ | -       |  | $ | 47,500    | 
| | Canada            |   | 253     |  |   | 395,600   | 
| | Indonesia         |   | -       |  |   | 35,000    | 
| |                   | $ | 253     |  | $ | 478,100   | 

F-26

---

|PENGRAM CORPORATION                                       
|----------------------------------------------------------
|(An Exploration Stage Company)                            
|                                                          
|CONDENSED NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|                                                          
|FEBRUARY 28, 2010                                         
|(Unaudited)                                               
|(Stated in U.S. Dollars)                                  

|14. | SEGMENT INFORMATION(Continued)
|--- | ------------------------------

| |                   |   |         |  |   | MINERAL   | 
| | ----------------- | - | ------- |  | - | --------- | 
| |                   |   | CAPITAL |  |   | PROPERTY  | 
| |                   |   | ASSETS  |  |   | INTERESTS | 
| |                   |   |         |  |   |           | 
| | November 30, 2009 |   |         |  |   |           | 
| | USA               | $ | -       |  | $ | 47,500    | 
| | Canada            |   | 253     |  |   | 392,600   | 
| |                   |   |         |  |   |           | 
| |                   | $ | 253     |  | $ | 440,100   | 

F-27

---

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

OVERVIEW

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

Our business plan is to assemble a portfolio of mineral
properties with gold potential and to engage in the exploration and development
of these properties. We currently own a 100% interest in our lead mineral
project called the Clisbako Property and also in a property that we refer to
as the Texada Gold Property. We also have options to acquire: (i) a 100%
interest in the Golden Snow Project," the Fish Project and the CPG Project;"
(ii) an 85% interest in the Manado Gold Property; and (iii) a 100% interest in
the June Claims. Our mineral properties are described in detail below.

We anticipate that we will be focusing our resources on the
exploration of the Clisbako Property, the Golden Snow Project and the exercising
of our option of the Manado Gold Property due to their potential and current
state of development.

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

RECENT CORPORATE DEVELOPMENTS

We experienced the following corporate developments since the
filing of our Annual Report on Form 10-K for the year ended November 30, 2009 on
March 16, 2010:

|1. | On March 29, 2010, we entered into a second extension
      agreement to the Manado Agreement between Agus Abidin and us whereby the
      parties agreed to extend the expiry of the due diligence period from March
      31, 2010 to April 30, 2010. See Manado Gold Property below.                                                                                                                                                                                    
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | On April 5, 2010, our Board of Directors approved
      amendments to the terms of the outstanding offering of up to 3,000,000
      units (the "Foreign Offering") originally approved by our Board of
      Directors on May 1, 2009. The units and the warrants under the Foreign
      Private Placement were amended as follows:                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | Also on April 5, 2010, our Board of Directors approved a
      private placement offering (the U.S. Offering) of up to 5,000,000 units
      (the Units) at a price of $0.10 US per Unit, with each Unit consisting
      of one share of the our common stock and one share purchase warrant. Each
      warrant entitles the holder to purchase an additional share of common
      stock exercisable for a period of two years at a price of $0.15 US per
      share.

3

---

CLISBAKO PROPERTY

Our main mineral property is the Clisbako Property, which we
own a 100% interest. The Clisbako Property covers an area of approximately 3,388
hectares and is located in the Interior Plateau Region of north central British
Columbia. It is composed of ten contiguous mineral claims, situated within the
Cariboo Mining Division. The claims are situated approximately 125 kilometers
west of Quesnel, British Columbia.

Our acquisition of the Clisbako Property was completed under
the terms of a purchase agreement dated December 16, 2008 with Bako Resources
Inc. (Bako). Under the terms of the purchase agreement, we issued to Bako
2,000,000 pre-split (6,000,000 post-split) shares and a promissory note in the
amount of $56,600 (CDN $70,000 translated to US$66,584 as at February 28, 2010)
payable on June 30, 2009 (the Promissory Note). On July 23, 2009, we entered
into an extension agreement with Bako to extend the due date of the Promissory
Note to December 31, 2009. In consideration of this extension, we issued 60,000
shares of our common stock to Bako. On January 21, 2010, we entered into a
second extension agreement with Bako, whereby Bako agreed to extend the
Promissory Note from December 31, 2009 to February 15, 2010. In consideration of
the extension, we issued to Bako 10,000 shares of our common stock. On March 15,
2010, we entered into a third extension agreement dated for reference February
15, 2010, with Bako, whereby Bako agreed to extend the due date of the
Promissory Note from February 15, 2010 to June 30, 2010. In consideration of
this extension, we paid CDN $5,000 of the Promissory Note and issued to Bako
20,000 shares of our common stock.

MANADO GOLD PROPERTY

On January 19, 2010, we entered into an agreement with Agus
Abidin dated for reference November 2, 2009 (the Manado Agreement) to acquire
an option to earn up to an 85% interest in the Manado Gold Property. Under the
terms of the Manado Agreement, we paid $35,000 to the owners of the Manado Gold
Property (the Owners) for the exclusive right for 90 days to formalize an
agreement (the Acquisition Agreement) to earn up to an 85% undivided interest
in the Manado Gold Property. After the 90 day period, we may elect to exercise
our option to enter into the Acquisition Agreement and will have 30 days to
finalize the terms of the formal Acquisition Agreement. On January 21, 2010, we
entered into an extension agreement whereby the parties agreed to extend the due
diligence period to March 31, 2010. On March 29, 2010, we entered into a second
extension agreement whereby the parties agreed to further extend the due
diligence period to April 30, 2010.

Under the terms of the proposed Acquisition Agreement, we will
be able to earn an interest in the Manado Gold Property by making cash payments,
issuing shares and completing work programs at various stages. We will be able
to acquire:

| | (a) | an initial 10% interest in the Manado Gold Property by
      paying $90,000 and issuing 150,000 shares of our common stock to the
      Owners on execution of the Acquisition Agreement, and completing a mineral
      exploration program at a cost of not less than $250,000 prior to the first
      anniversary of the Acquisition Agreement;                            
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | an additional 15% interest in the Manado Gold Property by
      paying $100,000 and issuing 300,000 shares of our common stock to the
      Owners on the first anniversary of the Acquisition Agreement, and
      completing a mineral exploration program at a cost of not less than
      $500,000 prior to the second anniversary of the Acquisition
    Agreement;       
| |     |                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | an additional 26% interest in the Manado Gold Property by
      paying $200,000 and issuing 500,000 shares of our common stock to the
      Owner on the second anniversary of the Acquisition Agreement, and
      completing a mineral exploration program at a cost of not less than
      $1,000,000 prior to the third anniversary of the Acquisition Agreement;
      and
| |     |                                                                                                                                                                                                                                                                                                                                                                                
| | (d) | an additional 34% interest in the Manado Gold Property by
      completing a scoping study.                                                                                                                                                                                                                                                                                    

If we acquire an 85% interest in the Manado Gold Property under
the proposed Acquisition Agreement, we will be responsible for the costs of any
feasibility studies and, if warranted, placing the Manado Gold Property into
commercial production. In addition, we will have an option to acquire the
remaining 15% interest in the Manado Gold Property by paying the Owners
$5,000,000.

4

---

Additional terms of the proposed Acquisition Agreement include,
among other things, that we will be responsible for all costs in maintaining the
Manado Gold Property in good standing, and we will have the right to terminate
the Acquisition Agreement on 60 days notice. If the proposed Acquisition
Agreement is terminated, we will be entitled to retain the interest in the
property we earned as of the termination date.

During the Due Diligence Period, the Owner of the Manado Gold
Property is prohibited from negotiating with or entering into an agreement with
any third party in connection with the disposition or any other encumbrance of
it its interest in the Manado Gold Property.

There is no assurance that we will exercise our option to enter
into the formal Acquisition Agreement, or that we will be able to earn any
interest in the Manado Gold Property.

GOLDEN SNOW PROJECT, FISH PROJECT AND CPG PROJECT

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

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

|(a) | pay to Claremont:                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                 
|    | (i)                                                                                                                                                                                                                                             
|    | (ii)                                                                                                                                                                                                                                            
|    | (iii)                                                                                                                                                                                                                                           
|    | (iv)                                                                                                                                                                                                                                            
|    | (v)                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                 
|(b) | pay the annual claim maintenance fees for the Optioned
      Properties during the term of the Nevada Option Agreement. The Eureka
      Optioned Properties are in good standing until September 1, 2010;
    and                              
|    |                                                                                                                                                                                                                                                 
|(c) | pay $1,000 to Claremont in conjunction with the delivery
      to Claremont of a copy of a mine plan of operations in respect of the
      Eureka Optioned Properties, or a final feasibility study in respect of the
      Optioned Properties.

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

Of the Golden Snow Project, the Fish Project and the CPG
Project we have decided to focus our resources on the exploration of the Golden
Snow Project due to its potential and current state of development.

Golden Snow Project

The Golden Snow Project consists of 113 unpatented mining
claims covering approximately 3.5 square miles eight miles southwest of Eureka,
Nevada. The Golden Snow Project is contiguous to the southern end of Staccato
Golds Lookout Mountain property, which has identified several mineralized
areas. Substantial exploration work has been conducted on the Golden Snow
Project, including geological mapping, obtaining 932 soil samples and detailed
gravity geophysical surveys. The soil sampling program identified numerous zones
with large, coherent clusters of anomalous gold, arsenic, antimony, mercury,
lead and barite. The detailed gravity geophysical surveys also identified
several target zones on the Golden Snow Project that may contain gold and
base-metal mineralization.

5

---

Fish Project

The Fish Project consists of 58 unpatented mining claims
covering approximately 2 square miles 12 miles west of the historic mining town
of Tonopah, Nevada. Previous exploration work on the Fish Project consisted of
mapping and collecting rock samples. The results of the rock samples ranged in
values from <0.002 to 0.307 oz/ton gold, <0.01 to 32 oz/ton silver, 0.01%
to 32.8% zinc and <0.01% to 16.4% lead.

CPG Project

The CPG Project consists of 44 unpatented mining claims
covering approximately 1.3 square miles within Mineral County, Nevada. The
property hosts an early stage porphyry and skarn type copper-gold-molybdenum
prospect where rock samples returned values ranging from <0.001 to 0.036
oz/ton gold, <0.003 to 0.75 oz/ton silver, <0.005% to 13.65% copper and
<0.005% to 0.012% molybdenum.

JUNE CLAIMS

On February 5, 2010, we entered into an option agreement to
acquire the June Mineral Claims (the "June Claims") in the Alberni Mining
Division of the Province of British Columbia.

Under the terms of the option agreement (the June Option
Agreement), we can acquire a 100% undivided interest in the property, subject
to a royalty of 2% of net smelter returns, by paying $43,000 and issuing 300,000
common shares in stages over a three year period as follows:

| | (a) | paying the Optionor US $3,000 on execution of the June
      Option Agreement, which payment has been made;               
| | --- | --------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                           
| | (b) | paying the Optionor US $10,000 on or before May 6,
      2010;                                                            
| |     |                                                                                                                           
| | (c) | paying the Optionor US $10,000 and issuing 100,000 shares
      of our common stock on or before February 5, 2011;        
| |     |                                                                                                                           
| | (d) | paying the Optionor US $10,000 and issuing 100,000 shares
      of our common stock on or before the February 5, 2012; and
| |     |                                                                                                                           
| | (e) | paying the Optionor US $10,000 and issuing 100,000 shares
      of our common stock on or before February 5, 2013.        

The agreement is an option only and we may determine at any
time not to proceed in which case we would not be liable to issue any shares or
pay any funds beyond the amounts due at the time we provide notice that we are
not proceeding. There is no assurance that we will exercise this option.

The June Claims cover an area of approximately 250 acres
located 5.5 miles southeast of Gold River, British Columbia. The elevation of
the claim varies from seal level on the west side of Matchlee Bay, rising to
about 2,000 feet to the west. Elevation of the main showing is about 500 feet.
The topography in general is very rough.

TEXADA GOLD PROPERTY

We have also staked and acquired a 100% interest in a property
called the Texada Gold Property. The property is less than one mile north of
the Town of Gillies Bay. The Texada Gold Property is comprised of five mineral
claims and is located on Texada Island, British Columbia. The largest island in
the Strait of Georgia lies 68 miles west-northwest of Vancouver and is
accessible by car and ferry either directly by Powell River on the mainland or
circuitously through the Town of Comox on Vancouver Island. Air service upon
request is available on certain scheduled flights from Vancouver to Powell
River.

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

6

---

PLAN OF OPERATION

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

Clisbako Property

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

Subject to obtaining sufficient financing, Phase I of our
exploration program is intended to be commenced in the summer of 2010. If we are
able to obtain 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 (approximately $115,903). There is
no assurance that we will be able to acquire such financing.

Manado Gold Property

We plan to conduct due diligence as soon as practicable
pursuant to the Manado Agreement. Our due diligence period does not expire until
April 30, 2010. Upon satisfactory due diligence and subject to entering into a
formal option agreement, we plan to commence an initial exploration program of
approximately $250,000 in order to confirm results of the previous exploration
work on the mineralized zones.

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

Subject to obtaining sufficient financing, in the summer of
2010, we plan to retain a consulting geologist to conduct a review of these
properties in order to recommend an exploration program to be conducted in fall
2010 or early 2011. Once our consulting geologist has provided us with their
findings, we will determine whether to proceed with an exploration program on
these properties.

During the next twelve months, we will be required to make a
number of payments in order to maintain our options to acquire the Golden Snow
Project, Fish Project, CPG Project. Under the terms of our options to acquire
the Golden Snow Project, Fish Project, CPG Project and June Claims, in order to
keep them in good standing, we are required to pay to Claremont: (i) an option
payment of $15,000 by August 28, 2010; and (ii) the Bureau of Land Management
maintenance and claim fees of approximately $32,088 by September 1, 2010. If we
are unable to make the payments to Claremont, the Bureau of Land Management or
pay the annual maintenance claim fees, we will lose our interest in the Golden
Snow Project, Fish Project and CPG Project. In addition to these payments, we
are required to pay US $10,000 on or before May 6, 2010 under the terms of the
option agreement to acquire the June Claims.

These agreements are options only and we may determine at any
time not to proceed in which case we would not be liable to issue any shares or
pay any funds beyond the amounts due at the time we provide notice that we are
not proceeding. There is no assurance that we will exercise these options.

As at February 28, 2010, we had $33,203 cash on hand.
Accordingly, we have insufficient cash on hand to proceed with our exploration
on the Clisbako Property, conduct due diligence of the Manado Gold Property,
satisfy the option payments to acquire the Golden Snow Project, Fish Project and
CPG Project, and meet our ongoing operating costs. As such, we will require
substantial financing in order to meet our obligations. There is no assurance
that we will be able to acquire such financing on terms that are acceptable to
us, or at all.

7

---

RESULTS OF OPERATIONS

|Three Months Summary |   |                    |   |   |                    |   |  |                       | 
|-------------------- | - | ------------------ | - | - | ------------------ | - |  | --------------------- | 
|                     |   |                    |   |   |                    |   |  |                       | 
|                     |   | Three Months Ended |   |   | Three Months Ended |   |  | Percentage            | 
|                     |   | February 28, 2010  |   |   | February 28, 2009  |   |  | Increase / (Decrease) | 
|Revenue              | $ | -                  |   | $ | -                  |   |  | n/a                   | 
|Expenses             |   | (79,360            | ) |   | (60,506            | ) |  | 31.2%                 | 
|Net Loss             | $ | (79,360            | ) | $ | (60,506            | ) |  | 31.2%                 | 

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,
2010 and 2009 consisted of the following:

|                                   |   | Three
      Months Ended |  |   | Three
      Months Ended |  |  | Percentage            | 
|---------------------------------- | - | ------------------------ |  | - | ------------------------ |  |  | --------------------- | 
|                                   |   | February 28, 2010        |  |   | February 28, 2009        |  |  | Increase / (Decrease) | 
|Bank charges and interest          | $ | 5,212                    |  | $ | -                        |  |  | 100%                  | 
|Depreciation Expense               |   | 126                      |  |   | 126                      |  |  | n/a                   | 
|Filing and Regulatory              |   | 879                      |  |   | 190                      |  |  | 362.6%                | 
|Finance Charges                    |   | 22,603                   |  |   | -                        |  |  | 100%                  | 
|Incorporation Costs                |   | -                        |  |   | 1,262                    |  |  | (100)%                | 
|Management Fees                    |   | 9,000                    |  |   | 9,000                    |  |  | n/a                   | 
|Mineral Property Exploration Costs |   | 1,569                    |  |   | 3,066                    |  |  | (48.8)%               | 
|Office and Administrative          |   | 3,420                    |  |   | 3,278                    |  |  | 4.3%                  | 
|Professional Fees                  |   | 33,051                   |  |   | 43,584                   |  |  | (24.2)%               | 
|Website Costs                      |   | 3,500                    |  |   | -                        |  |  | 100%                  | 
|Total Operating Expenses           | $ | 79,360                   |  | $ | 60,506                   |  |  | 31.2%                 | 

Our operating expenses during the quarter ended February 28,
2010 totaled $79,306 compared with $60,506 during the quarter ended February 28,
2009. The increase in our operating expenses was primarily a result of increased
bank charges and interest, finance charges and website costs. This increase was
partially offset by a decrease in professional fees.

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

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

Professional fees primarily relate to costs incurred in
connection with our option to acquire an interest in the Manado Property, and
meeting our ongoing reporting requirements under the Exchange Act.

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

8

---

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital         |   |                            |   |   |                   |   |  |                       | 
|----------------------- | - | -------------------------- | - | - | ----------------- | - |  | --------------------- | 
|                        |   |                            |   |   | At                |   |  | Percentage            | 
|                        |   | At
      February 28, 2010 |   |   | November 30, 2009 |   |  | Increase / (Decrease) | 
|Current Assets          | $ | 43,570                     |   | $ | 14,078            |   |  | 209.5%                | 
|Current Liabilities     |   | (511,791                   | ) |   | (375,065          | ) |  | 36.5%                 | 
|Working Capital Deficit | $ | (468,221                   | ) | $ | (360,987          | ) |  | 29.7%                 | 

|Cash Flows                                |   |                    |   |   |                    |  
|----------------------------------------- | - | ------------------ | - | - | ------------------ | -
|                                          |   | Three Months Ended |   |   | Three Months Ended |  
|                                          |   | February 28, 2010  |   |   | February 28, 2009  |  
|Cash Flows (Used In) Operating Activities | $ | (17,508            | ) | $ | (56,043            | )
|Cash Flows From Investing Activities      |   | (38,000            | ) |   | 20,000             |  
|Cash Flows From Financing Activities      |   | 85,000             |   |   | 17,500             |  
|Increase (Decrease) In Cash During Period | $ | 29,492             |   | $ | (18,543            | )

The increase in our working capital deficit at February 28,
2010 from our year ended November 30, 2009 is a result of the fact that: (i)
accounts payable increased due to our lack of capital to meet ongoing
expenditures; and (ii) we received a loan of $75,000 from a third party. The
loan bears interest at a rate of 10% per annum and is due on demand.

During the three months ended February 28, 2010, we received
$10,000 towards the issuance of share purchase warrants.

Future Financings

As at February 28, 2010, we had 33,203 cash on hand. Currently,
we do not have sufficient financial resources to complete our plan of operation
for the next twelve months. We have not earned any revenues to date and we do
not anticipate earning revenues in the near future. As such, our ability to
complete our plan of operation is dependent upon our ability to obtain
substantial financing in the near term.

Our Board of Directors have approved a foreign private
placement offering of up to 3,000,000 Units at a price of $0.10 per Unit and a
U.S. private placement offering of up to 5,000,000 Units at a price of $0.10 per
Unit. To date we have not issued any securities under the foreign private
placement offering and the U.S. private placement offering. There is no
assurance that we will be able to complete the sale of any securities under
these offerings. If we are not successful in raising sufficient financing, our
business may fail and our shareholders may lose all or part of their investment.

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are disclosed in the notes
to our audited financial statements for the year ended November 30, 2009
included in our Annual Report on Form 10-K filed with the SEC on March 16, 2010.

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

9

---

Use of Estimates

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

Exploration Stage Enterprise

Our financial statements are prepared using the accrual method
of accounting. Until such properties are acquired and developed, we will
continue to prepare our financial statements and related disclosures in
accordance with entities in the exploration stage.

Mineral Property Interests

We are an exploration stage mining company and have not yet
realized any revenue from our operations. We are primarily engaged in the
acquisition, exploration and development of mining properties. Exploration costs
are expensed as incurred regardless of the stage of development or existence of
reserves. Costs of acquisition are capitalized subject to impairment testing,
when facts and circumstances indicate impairment may exist.

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

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

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

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

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

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

Not Applicable.

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

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of February 28, 2010 (the Evaluation Date). This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective
as of the Evaluation Date as a result of the material weaknesses in internal
control over financial reporting discussed in our Annual Report on Form 10-K for
the year ended November 30, 2009 (the 2009 Annual Report).

10

---

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

Notwithstanding the assessment that our internal control over
financial reporting was not effective and that there were material weaknesses as
identified in our 2009 Annual Report, we believe that our financial statements
contained in our Quarterly Report on Form 10-Q for the quarter ended February
28, 2010 fairly present our financial condition, results of operations and cash
flows in all material respects.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial
reporting that occurred during the quarter ended February 28, 2010 that have
materially affected, or that are reasonably likely to materially affect, our
internal control over financial reporting.

11

---

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, 2010, we had $33,203 cash on hand and a
working capital deficit of $468,221. Our plan of operation calls for significant
expenses in connection with the exploration and development of our mineral
properties, particularly the Clisbako Property, and to meet our obligations
under our option agreements to acquire: (i) Eureka Optioned Properties; (ii) the
Manado Gold Property; and (iii) the June Claims. There is no guarantee that we
will to exercise these options or that in the event we do exercise any of these
options that the acquisition will in fact occur.

Our Board of Directors have approved a foreign private
placement offering of up to 3,000,000 Units at a price of $0.10 per Unit and a
U.S. private placement offering of up to 5,000,000 Units at a price of $0.10 per
Unit. To date we have not issued any securities under the foreign private
placement offering and the U.S. private placement offering. There is no
assurance that we will be able to complete the sale of any securities under
these offerings. Obtaining financing would be subject to a number of factors
outside of our control, including market conditions and additional costs and
expenses that might exceed current estimates. These factors may make the timing,
amount, terms or conditions of financing unavailable to us in which case we will
be unable to complete our plan of operation on our mineral properties and to
meet our obligations under our option agreements.

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

We have a cumulative net loss of $722,475 for the period from
our inception on April 28, 2006 to February 28, 2010, and have no revenues to
date. Our future is dependent upon our ability to obtain financing. Our auditors
have expressed substantial doubt about our ability to continue as a going
concern given our accumulated losses. This opinion could materially limit our
ability to raise additional funds by issuing new debt or equity securities or
otherwise. If we fail to raise sufficient capital, we will not be able to
complete our business plan. As a result, we may have to liquidate our business
and investors may lose their investment. Investors should consider our former
auditor's comments when determining if an investment in us is suitable.

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

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

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:

12

---

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

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

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

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

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

We face significant competition in the mineral exploration
industry.

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

There is no assurance that we will be able to exercise our
options to acquire the Manado Gold Property, the Eureka Optioned Properties and
the June Claims.

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

We may be unable to conduct exploration activities due to
foreign regulations.

We may have trouble obtaining any necessary permits, and
complying with foreign mining law to do our inexperience. We may be prohibited
by mining laws in Indonesia from conducting due diligence or any other activity
on the Manado Gold Property. We have not conducted any research into the
property, mining, or other applicable laws regarding the Manado Gold Property.

13

---

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.

Our Board of Directors has approved a foreign private placement
offering of up to 3,000,000 Units for gross proceeds of $300,000 and a U.S.
private placement offering of up to 5,000,000 Units for gross proceeds of up to
$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 disproportionate to
our operating performance. Market fluctuations, as well as general economic,
political and market conditions such as recessions, interest rates or
international currency fluctuations may adversely affect the market price of our
common stock. As a result of this potential volatility and potential lack of a
trading market, an investor may not be able to sell any of our common stock that
they acquire at a price equal or greater than the price paid by the investor.

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

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

14

---

|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.

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

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

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

None.

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

On January 11, 2010, we entered into a loan agreement with
Laverne Assets Group Corp. (Laverne) whereby Laverne loaned us $75,000. The
loan bears interest at a rate of 10% per annum and is due on demand.

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

|Exhibit |                                                                                                                                                                 
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                         
|3.1     | Articles of
      Incorporation.(1)                                                                                                                             
|3.2     | Certificate of Change Pursuant to NRS 78.209
      increasing the authorized capital of common stock to 300,000,000 shares,
      par value $0.001 per share.(5)
|3.3     | Bylaws, as
      amended.(1)                                                                                                                                    
|4.1     | Specimen Stock Certificate.(1)                                                                                                                                  
|10.1    | Loan Agreement dated December
      19, 2007 between the Company (as the borrower) and Kahala
Financial Corp.
    (as the lender).(2)                           

15

---

|Exhibit |                                                                                                                                                                                           
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                                                   
|10.2    | Purchase Agreement dated December
        15, 2008 among Magellan Acquisition Corp., Solfotara Mining Corp. and
        Magellan Copper and Gold plc (Magellan Singapore Subsidiaries).(4)
|10.3    | Purchase Agreement
        dated December 16, 2008 between the Company and Bako Resources Inc. (Clisbako
        Property).(4)                                                            
|10.4    | Extension Agreement dated July
        23, 2009 between the Company and Bako Resources Inc.(7)                                                                                            
|10.5    | Assignment Agreement
        dated May 29, 2009 among the Company, Portal Resources US Inc. and Portal
        Resources Ltd. (Golden Snow Project, Fish Project and CPG Project)(6)      
|10.6    | Agreement dated for reference
        November 2, 2009 executed on January 19, 2010 between the Company and
        Agus Abidin (Manado Gold Property).(8)                                
|10.7    | Second Extension
        Agreement dated January 21, 2010 between the Company and Bako Resources
        Inc. (Clisbako Property).(9)                                                     
|10.8    | Extension Agreement Dated January
        21, 2010 between the Company and Agus Abidin (Manado Gold Property).(10)                                                                        
|10.9    | Option agreement
        dated February 5, 2010 between the Company and Larry Sostad (June Claims).
        (8)                                                                           
|10.10   | Third Extension Agreement dated
        March 15, 2010 between the Company and Bako Resources Inc. (Clisbako
        Property).(10)                                                       
|10.11   | Second Extension
        Agreement Dated March 29, 2010 between the Company and Agus Abidin (Manado
        Gold Property).(11)                                                           
|10.12   | Loan
        Agreement dated January 11, 2010 between the Company and Laverne Assets
        Group Corp.                                                                                  
|14.1    | Code of Ethics.(3)                                                                                                                                                                        
|16.1    | Letter of Williams & Webster,
        P.S. (Former Auditor).(8)                                                                                                                           
|21.1    | List of Subsidiaries.(10)                                                                                                                                                                 
|31.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|32.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.                                

|Notes: |                                                                                                         
|------ | --------------------------------------------------------------------------------------------------------
|(1)    | Previously filed as an exhibit to our
      Registration Statement on Form SB-2 filed on April 24, 2007.
|(2)    | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on December 26, 2007.      
|(3)    | Previously filed as an exhibit to our Annual
      Report on Form 10-KSB filed on March 6, 2008.        
|(4)    | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on December 22, 2008.      
|(5)    | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on April 17, 2009.         
|(6)    | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on June 2, 2009.           
|(7)    | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on July 27, 2009.          
|(8)    | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on January 21, 2010.       
|(9)    | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on January 26, 2010.       
|(10)   | Previously filed as an exhibit to our Annual
      Report on Form 10-K filed on March 16, 2010.         
|(11)   | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on April 6, 2010.          

16

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

|      |                |  |     | PENGRAM CORPORATION                                    
|----- | -------------- |  | --- | -------------------------------------------------------
|      |                |  |     |                                                        
|      |                |  |     |                                                        
|      |                |  |     |                                                        
|Date: | April 19, 2010 |  | By: | /s/
      Richard W. Donaldson                         
|      |                |  |     | RICHARD W. DONALDSON                                   
|      |                |  |     | Chief Executive Officer, Chief Financial
      Officer,
|      |                |  |     | President, Secretary, Treasurer,                       
|      |                |  |     | (Principal Executive Officer                           
|      |                |  |     | and Principal Accounting Officer)                      

---