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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended November 30, 2008

[   ] 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                   |                                                
|                                                                     |                                                
|Securities registered pursuant to Section 12(b) of the
      Act:    | NONE.                                          
|                                                                     |                                                
|Securities registered under Section 12(g) of the Act:                | Common Stock, $0.001 Par Value Per
      Share.

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined by Rule 405 of the Securities Act. [ 
 ]Yes    [X] No

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.[ 
 ]Yes    [X]No

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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[   ]

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 Act). [   ]Yes  
 [X]No

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrants most
recently completed second fiscal quarter: $2,099,714 as of May 30, 2008,
basedon a price of $0.30, being the closing price of
our common stock as of May 30, 2008.

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
As of February 27, 2009, the Registrant had 17,999,048 shares of common
stock outstanding.

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PENGRAM CORPORATION

ANNUAL REPORT ON FORM 10-KFOR THE YEAR ENDED
NOVEMBER 30, 2008

TABLE OF CONTENTS

|           |                                                                                                                             | PAGE
|---------- | --------------------------------------------------------------------------------------------------------------------------- | ----
|           |                                                                                                                             |     
|PART I     | 3                                                                                                                          
|           |                                                                                                                             |     
|           | GLOSSARY OF TECHNICAL GEOLOGICAL TERMS                                                                                      | 3   
|           |                                                                                                                             |     
|           | ITEM 1. BUSINESS                                                                                                            | 6   
|           |                                                                                                                             |     
|           | ITEM 1A. RISK FACTORS                                                                                                       | 8   
|           |                                                                                                                             |     
|           | ITEM 2. PROPERTIES                                                                                                          | 11  
|           |                                                                                                                             |     
|           | ITEM 3. LEGAL PROCEEDINGS                                                                                                   | 19  
|           |                                                                                                                             |     
|           | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                 | 19  
|           |                                                                                                                             |     
|PART II    | 20                                                                                                                         
|           |                                                                                                                             |     
|           | ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. | 20  
|           |                                                                                                                             |     
|           | ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS                         | 21  
|           |                                                                                                                             |     
|           | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                                                                        | 25  
|           |                                                                                                                             |     
|           | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND FINANCIAL DISCLOSURE                          | 26  
|           |                                                                                                                             |     
|           | ITEM 9AT. CONTROLS AND PROCEDURES.                                                                                          | 26  
|           |                                                                                                                             |     
|           | ITEM 9B. OTHER INFORMATION                                                                                                  | 27  
|           |                                                                                                                             |     
|PART III   | 28                                                                                                                         
|           |                                                                                                                             |     
|           | ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.                                                            | 28  
|           |                                                                                                                             |     
|           | ITEM 11. EXECUTIVE COMPENSATION.                                                                                            | 29  
|           |                                                                                                                             |     
|           | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
      AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.              | 30  
|           |                                                                                                                             |     
|           | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
      AND DIRECTOR INDEPENDENCE.                                   | 32  
|           |                                                                                                                             |     
|           | ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.                                                                            | 32  
|           |                                                                                                                             |     
|           | ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.                                                                           | 33  
|           |                                                                                                                             |     
|SIGNATURES | 34                                                                                                                         

2

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PART I

The information in this discussion contains forward-looking
statements. These forward-looking statements involve risks and uncertainties,
including statements regarding our capital needs, business strategy and
expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate, "predict," "potential" or "continue", the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks described below, and, from time to time, in other reports we file with the
United States Securities and Exchange Commission (the SEC). These factors may
cause our actual results to differ materially from any forward-looking
statement. We disclaim any obligation to publicly update these statements, or
disclose any difference between its actual results and those reflected in these
statements.

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

GLOSSARY OF TECHNICAL GEOLOGICAL TERMS

The following defined technical terms are used in this Annual
Report on Form 10-K:

|Alkaline           | Said of an igneous rock that contains more alkali metals
      than is considered average for the group of rocks to which it belongs.                                                                                                                                                                                                                                                                             
|------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|Amydgaloidal       | Said of rocks containing amygdules and of the structure
      of such rocks.                                                                                                                                                                                                                                                                                                                                      
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|Andesite           | An igneous lava flow usually greenish in color formed by
      the emergence of molten magma through volcanic pipes.                                                                                                                                                                                                                                                                                              
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|Aphyric            | The texture of a fine-grained or aphanitic igneous rock
      that lacks phenocrysts. Also, said of a rock exhibiting such texture.                                                                                                                                                                                                                                                                               
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|Argillic           | Pertaining to clay or clay minerals.                                                                                                                                                                                                                                                                                                                                                                              
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|Augite             | Dark-green to black with prismatic cleavage; a common
      rock-forming mineral in igneous and metamorphic rocks.                                                                                                                                                                                                                                                                                                
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|Basalt             | An igneous lava flow usually black to brown in color
      issuing from deep fissures.                                                                                                                                                                                                                                                                                                                            
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|Batholith          | An intrusion, usually granitic, which has a large exposed
      surface area and no observable bottom. Usually associated with orogenic
      belts.                                                                                                                                                                                                                                                              
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|Biotite            | Common rock forming mineral in crystalline rocks.                                                                                                                                                                                                                                                                                                                                                                 
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|Breccia            | A coarse-grained clastic rock, composed of angular broken
      rock fragments held together by a mineral cement or in a fine-grained
      matrix.                                                                                                                                                                                                                                                               
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|Chalcedony         | A fine-grained or cryptocrystalline variety of quartz;
      commonly microscopically fibrous; translucent or semitransparent, with a
      nearly waxlike luster.                                                                                                                                                                                                                                                
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|Clastic            | Consisting of fragments of minerals, rocks, or organic
      structures that have been moved individually from their places of origin.                                                                                                                                                                                                                                                                            
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|Conglomerate       | A coarse-grained clastic sedimentary rock, composed of
      rounded to subangular fragments larger than 2 millimeters in diameter
      (granules, pebbles, cobbles, boulders) set in a fine- grained matrix of
      sand or silt, and commonly cemented by calcium carbonate, iron oxide,
      silica, or hardened clay; the consolidated equivalent of gravel.                                               
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|Dacite             | A fine-grained extrusive rock with the same general
      composition as andesite.                                                                                                                                                                                                                                                                                                                                
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|Diamond drill(ing) | A rotary type of rock drill in which the cutting is done
      by abrasion rather than percussion. The cutting bit is set with diamonds
      and is attached to the end of long hollow rods through which water or
      other fluid is pumped to the cutting face as a lubricant. The drill cuts a
      core of rock that is recovered in long cylindrical sections, two
      centimeters or more in diameter.

3

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|Epithermal     | Used to describe gold deposits found on or just below the
      surface close to ancient vents or volcanoes, formed at low temperature and
      pressure.                                                                                                                                  
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                                             
|Eskers         | Long winding ridge of sorted sands and gravel.                                                                                                                                                                                                                                              
|               |                                                                                                                                                                                                                                                                                             
|Dacite         | Fine-grained extrusive rock with the same general
      composition as andesite, but having a less calcic plagioclase and more
      quartz; according to many, it is the extrusive equivalent of granodiorite.                                                                             
|               |                                                                                                                                                                                                                                                                                             
|Dome           | An uplift or anticlinal structure, either circular or
      elliptical in outline, in which the rocks dip gently away in all
      directions.                                                                                                                                              
|               |                                                                                                                                                                                                                                                                                             
|Dykes          | A long and relatively thin body of igneous rock that,
      while in the molten state, intruded a fissure in older rocks.                                                                                                                                                                   
|               |                                                                                                                                                                                                                                                                                             
|Facies         | A term of wide application, referring to such aspects of
      rock units as rock type, mode of origin, composition, fossil content, or
      environment of deposition.                                                                                                                    
|               |                                                                                                                                                                                                                                                                                             
|Fanglomerate   | A sedimentary rock consisting of slightly waterworn,
      heterogeneous fragments of all sizes, deposited in an alluvial fan and
      later cemented into a firm rock.                                                                                                                    
|               |                                                                                                                                                                                                                                                                                             
|Feldspar       | Consisting of 60% of Earths crust, occurs in all rock
      types and decomposes to form much of the clay in soil.                                                                                                                                                                         
|               |                                                                                                                                                                                                                                                                                             
|Flows          | The mass of material moved by a flow.                                                                                                                                                                                                                                                       
|               |                                                                                                                                                                                                                                                                                             
|Fluvial        | Produced by the action of a stream or river.                                                                                                                                                                                                                                                
|               |                                                                                                                                                                                                                                                                                             
|Geanticline    | A large regional upwarping of the rock formations.                                                                                                                                                                                                                                          
|               |                                                                                                                                                                                                                                                                                             
|Graben         | An elongate, relatively depressed crustal unit or block
      that is bounded by faults on its long sides.                                                                                                                                                                                  
|               |                                                                                                                                                                                                                                                                                             
|Hornblende     | Felsic plutonic rock, generally adamellite or
      granodiorite, containing an amphibole (often hornblende) as an essential
      dark-colored constituent.                                                                                                                                
|               |                                                                                                                                                                                                                                                                                             
|Hydrothermal   | Of or pertaining to hot water, to the action of hot
      water, or to the products of this action, such as a mineral deposit
      precipitated from a hot aqueous solution, with or without demonstrable
      association with igneous processes.                                        
|               |                                                                                                                                                                                                                                                                                             
|Igneous        | A type of rock which has been formed by the consolidation
      of magma, a molten substance from the earths core.                                                                                                                                                                         
|               |                                                                                                                                                                                                                                                                                             
|Intercalations | Said of layered material that exists or is introduced
      between layers of a different character.                                                                                                                                                                                        
|               |                                                                                                                                                                                                                                                                                             
|Kaolinite      | Formed by hydrothermal alteration or weathering of
      aluminosilicates.                                                                                                                                                                                                                  
|               |                                                                                                                                                                                                                                                                                             
|Lacustrine     | Pertaining to, formed in, growing in, or inhabiting
      lakes.                                                                                                                                                                                                                            
|               |                                                                                                                                                                                                                                                                                             
|Lahars         | A mudflow composed of water and volcanic ash.                                                                                                                                                                                                                                               
|               |                                                                                                                                                                                                                                                                                             
|Marcasite      | White iron pyrites.                                                                                                                                                                                                                                                                         
|               |                                                                                                                                                                                                                                                                                             
|Mineralization | The concentration of metals and their chemical compounds
      within a body of rock.                                                                                                                                                                                                       
|               |                                                                                                                                                                                                                                                                                             
|Moat           | A ditch or deep trench.                                                                                                                                                                                                                                                                     
|               |                                                                                                                                                                                                                                                                                             
|Moraine        | Mound, ridge, or other distinct accumulation of unsorted,
      unstratified glacial drift, predominantly till, deposited chiefly by
      direct action of glacier ice, in a variety of topographic landforms that
      are independent of control by the surface on which the drift lies.
|               |                                                                                                                                                                                                                                                                                             
|Ore            | A mixture of minerals and gangue from which at least one
      metal can be extracted at a profit.                                                                                                                                                                                          
|               |                                                                                                                                                                                                                                                                                             
|Phenocrysts    | A term for large crystals or mineral grains floating in
      the matrix or groundmass of a porphyry.                                                                                                                                                                                       
|               |                                                                                                                                                                                                                                                                                             
|Plagioclase    | Any of a group of feldspars containing a mixture of
      sodium and calcium feldspars, distinguished by their extinction angles.                                                                                                                                                           
|               |                                                                                                                                                                                                                                                                                             
|Porphyritic    | Containing relatively large isolated crystals in a mass
      of fine texture.                                                                                                                                                                                                              
|               |                                                                                                                                                                                                                                                                                             
|Pyro Clastic   | Produced by explosive or aerial ejection of ash,
      fragments, and glassy material from a                                                                                                                                                                                                

4

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|        | volcanic vent.                                                                                                                                                                                                 
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                
|Quartz  | A mineral whose composition is
      silicon dioxide. A crystalline form of silica.                                                                                                                            
|        |                                                                                                                                                                                                                
|Reserve | For the purposes of this Annual Report: that part of a
      mineral deposit which could be economically and legally extracted or
      produced at the time of the reserve determination. Reserves consist of:

| | (1) | Proven (Measured) Reserves.Reserves for which:
      (a) quantity is computed from dimensions revealed in outcrops, trenches,
      workings or drill holes; grade and/or quality are computed from the
      results of detailed sampling; and (b) the sites for inspection, sampling
      and measurement are spaced so closely and the geologic character is so
      well defined that size, shape, depth and mineral content of reserves are
      well- established.     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (2) | Probable (Indicated) Reserves.Reserves for which
      quantity and grade and/or quality are computed from information similar to
      that used for proven (measured) reserves, but the sites for inspection,
      sampling and measurement are farther apart or are otherwise less
      adequately spaced. The degree of assurance, although lower than that for
      proven (measured) reserves, is high enough to assume continuity between
      points of observation.

|Rhyolite     | A group of extrusive igneous rocks, typically porphyritic
      and commonly exhibiting flow texture, with phenocrysts of quartz and
      alkali feldspar in a glassy to cryptocrystalline groundmass.                                                                                                      
|------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                                                                                                                                                              
|Sandstone    | A medium-grained clastic sedimentary rock composed of
      fragments of sand size set in a fine-grained matrix (silt or clay) and
      more or less firmly united by a cementing material (commonly silica, iron
      oxide, or calcium carbonate).                                                       
|             |                                                                                                                                                                                                                                                                                                              
|Sanidine     | Forms phenocrysts in felsic volcanic rocks.                                                                                                                                                                                                                                                                  
|             |                                                                                                                                                                                                                                                                                                              
|Sedimentary  | A type of rock which has been created by the deposition
      of solids from a liquid.                                                                                                                                                                                                                       
|             |                                                                                                                                                                                                                                                                                                              
|Shale        | A fine-grained detrital sedimentary rock, formed by the
      consolidation of clay, silt, or mud.                                                                                                                                                                                                           
|             |                                                                                                                                                                                                                                                                                                              
|Sharpstone   | Sedimentary rock made up of angular particles more than 2
      millimeters in its greatest dimension.                                                                                                                                                                                                       
|             |                                                                                                                                                                                                                                                                                                              
|Siliceous    | A rock containing free silica or, in the case of volcanic
      glass, silica in the norm.                                                                                                                                                                                                                   
|             |                                                                                                                                                                                                                                                                                                              
|Silification | Introduction of or replacement by silica.                                                                                                                                                                                                                                                                    
|             |                                                                                                                                                                                                                                                                                                              
|Siltstone    | An indurated silt having the texture and composition of
      shale but lacking its fine lamination or fissility.                                                                                                                                                                                            
|             |                                                                                                                                                                                                                                                                                                              
|Stockwork    | A mineral deposit consisting of a three-dimensional
      network of planar to irregular veinlets closely enough spaced that the
      whole mass can be mined.                                                                                                                                              
|             |                                                                                                                                                                                                                                                                                                              
|Structural   | Pertaining to geologic structure.                                                                                                                                                                                                                                                                            
|             |                                                                                                                                                                                                                                                                                                              
|Tectonic     | Describing the forces that cause the movements and
      deformation of Earths crust on a large scale, also describes the
      resulting structures or features from these forces.                                                                                                                         
|             |                                                                                                                                                                                                                                                                                                              
|Till         | Dominantly unsorted and unstratified drift, generally
      unconsolidated, deposited directly by and underneath a glacier without
      subsequent reworking by meltwater, and consisting of a heterogeneous
      mixture of clay, silt, sand, gravel, and boulders ranging widely in size
      and shape.
|             |                                                                                                                                                                                                                                                                                                              
|Traverses    | A sequence or system of measured lengths and directions
      of straight lines connecting a series of surveyed points (or stations) on
      the Earth's surface.                                                                                                                                           
|             |                                                                                                                                                                                                                                                                                                              
|Trenching    | The removal of overburden to expose the underlying
      bedrock.                                                                                                                                                                                                                                            
|             |                                                                                                                                                                                                                                                                                                              
|Tuffs        | Rock composed of fine volcanic ash.                                                                                                                                                                                                                                                                          
|             |                                                                                                                                                                                                                                                                                                              
|Vein         | An occurrence of ore with an irregular development in
      length, width and depth usually from an intrusion of igneous rock.                                                                                                                                                                               
|             |                                                                                                                                                                                                                                                                                                              
|Volcanic     | Characteristic of, pertaining to, situated in or upon,
      formed in, or derived from volcanoes.                                                                                                                                                                                                           

5

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ITEM
1.            
BUSINESS.

General

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

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

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

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

Compliance with Government Regulation

We will be required to comply with all regulations, rules and
directives of governmental authorities and agencies applicable to the
exploration of minerals in the Province of British Columbia. The main agency
that governs the exploration of minerals in the Province of British Columbia,
Canada, is the Ministry of Energy, Mines and Petroleum Resources (the Ministry
of Mines). The Ministry of Mines manages the development of British Columbias
mineral resources, and implements policies and programs respecting their
development while protecting the environment. In addition, the Ministry of Mines
regulates and inspects the exploration and mineral production industries in
British Columbia to protect workers, the public and the environment.

The material legislation applicable to us is the Mineral Tenure
Act, administered by the Mineral Titles Branch of the Ministry of Mines, and the
Mines Act, as well as the Health, Safety and Reclamation Code and the Mineral
Exploration Code. The Mineral Tenure Act and its regulations govern the
procedures involved in the location, recording and maintenance of mineral titles
in British Columbia. The Mineral Tenure Act also governs the issuance of leases
which are long term entitlements to minerals.

All mineral exploration activities carried out on a mineral
claim or mining lease in British Columbia must be in compliance with the Mines
Act. The Mines Act applies to all mines during exploration, development,
construction, production, closure, reclamation and abandonment. It outlines the
powers of the Chief Inspector of Mines, to inspect mines, the procedures for
obtaining permits to commence work in, on or about a mine and other procedures
to be observed at a mine. Additionally, the provisions of the Health, Safety and
Reclamation Code for mines in British Columbia contain standards for employment,
occupational health and safety, accident investigation, work place conditions,
protective equipment, training programs, and site supervision. Also, the Mineral
Exploration Code contains standards for exploration activities including
construction and maintenance, site preparation, drilling, trenching and work in
and about a water body.

Additional approvals and authorizations may be required from
other government agencies, depending upon the nature and scope of the proposed
exploration program. If the exploration activities require the falling of

6

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timber, then either a free use permit or a license to cut must
be issued by the Ministry of Forests. Items such as waste approvals may be
required from the Ministry of Environment, Lands and Parks if the proposed
exploration activities are significantly large enough to warrant them. Waste
approvals refer to the disposal of rock materials removed from the earth which
must be reclaimed. An environmental impact statement may be required.

In order to maintain our mineral claims in good standing, we
must complete exploration work on the mineral claims and file confirmation of
the completion of work on the mineral claims with the applicable mining
recording office of the Ministry of Mines. In the Province of British Columbia,
the recorded holder of a mineral claim is required to perform a minimum amount
of exploration work on a claim or make payment in the equivalent sum in lieu of
work. The fee is CDN$8.00 (approximately US$6.46) . There is a risk that new
regulations could increase our costs of doing business and prevent us from
carrying out our exploration program. The completion of mineral exploration work
or payment in lieu of exploration work in any year will extend the existence of
our mineral claims for one additional year. Our Clisbako Property consists of
3,388 hectares. As our mineral claims are effective until March 10, 2010, we
must file confirmation of the completion of exploration work in the minimum
amount of CDN$27,104 CDN (approximately US$21,903) or make a payment in lieu or
exploration work in the minimum amount by this date or our claims will expire.
If we fail to complete the minimum required amount of exploration work or fail
to make a payment in lieu of this exploration work, then our mineral claims will
lapse, and we will lose all interest that we have in our mineral claims.

Compliance with Environmental Regulations

We will have to sustain the cost of reclamation and
environmental remediation for all exploration work undertaken. Both reclamation
and environmental remediation refer to putting disturbed ground back as close to
its original state as possible. Other potential pollution or damage must be
cleaned up and renewed along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to its natural state after
completion of exploration activities. Environmental remediation refers to the
physical activity of taking steps to remediate, or remedy, any environmental
damage caused. The amount of these costs is not known at this time as we do not
know the extent of the exploration program that will be undertaken beyond
completion of the recommended work program. Because there is presently no
information on the size, tenor, or quality of any resource or reserve at this
time, it is impossible to assess the impact of any capital expenditures on
earnings, our competitive position or us in the event that a potentially
economic deposit is discovered.

Prior to undertaking mineral exploration activities, we must
make application under the British Columbia Mines Act for a permit, if we
anticipate disturbing land. A permit is issued within 45 days of a complete and
satisfactory application. We do not anticipate any difficulties in obtaining a
permit, if needed. If we enter the production phase, the cost of complying with
permit and regulatory environment laws will be greater because the impact on the
project area is greater. Permits and regulations will control all aspects of the
production program if the project continues to that stage. Examples of
regulatory requirements include:

| | (i)   | Water discharge will have to meet drinking water
      standards;                                                                               
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Dust generation will have to be minimal or otherwise
      re-mediated;                                                                         
| | (iii) | Dumping of material on the surface will have to be
      re-contoured and re-vegetated with natural vegetation;                                 
| | (iv)  | An assessment of all material to be left on the surface
      will need to be environmentally benign;                                           
| | (v)   | Ground water will have to be monitored for any potential
      contaminants;                                                                    
| | (vi)  | The socio-economic impact of the project will have to be
      evaluated and if deemed negative, will have to be re-mediated;
  and             
| | (vii) | There will have to be an impact report of the work on the
      local fauna and flora including a study of potentially endangered
      species.

Competition

We are an exploration stage company. We compete with other
mineral resource exploration and development companies for financing and for the
acquisition of new mineral properties. Many of the mineral resource exploration
and development companies with whom we compete have greater financial and
technical resources than we do. Accordingly, these competitors may be able to
spend greater amounts on

7

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acquisitions of mineral properties of merit, on exploration of
their mineral properties and on development of their mineral properties. In
addition, they may be able to afford greater geological expertise in the
targeting and exploration of mineral properties. This competition could result
in competitors having mineral properties of greater quality and interest to
prospective investors who may finance additional exploration and development.
This competition could adversely impact our ability to finance further
exploration and to achieve the financing necessary for us to develop our mineral
properties.

Research and Development Expenditures

We have not incurred any research expenditures since our
incorporation.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or
trademarks.

Employees

We have no employees other than our sole executive officer and
directors. We conduct our business largely through consultants.

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 November 30, 2008, we had cash on hand in the amount of
  $29,926 and a working capital deficit of $169,679. Our plan of operation calls
  for significant expenses in connection with the exploration and development
  of the Clisbako Property. On August 27, 2008, our Board of Directors approved
  a private placement offering of up to 200 units (the Units) at a
  price of $2,500 per Unit. Each Unit is comprised of one $2,500, 10% convertible
  note (each a Note) and 10,000 share purchase warrants (each a Warrant).
  Each Note is due on October 31, 2010 and is convertible into shares of our common
  stock at a price of $0.15 per share. Each Warrant shall entitle the holder to
  purchase one (1) share of our common stock at a price of $0.25 per share for
  a one year period from the date of issue. The private placement offering of
  Units will be made to investors who are not U.S. Persons as defined
  in Regulation S. There is no assurance that the private placement offering or
  any part of it will be completed. Obtaining additional financing would be subject
  to a number of factors outside of our control, including market conditions and
  additional costs and expenses that might exceed current estimates. These factors
  may make the timing, amount, terms or conditions of additional financing unavailable
  to us in which case we will be unable to complete our plan of operation on the
  Clisbako Property.

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

We have a cumulative net loss of $267,535 for the period from
our inception on April 28, 2006 to November 30, 2008, and have no revenues to
date. Our future is dependent upon our ability to obtain financing. Williams
& Webster, P.S., Certified Public Accountants, our independent auditors,
have expressed substantial doubt about our ability to continue as a going
concern given our accumulated losses. This opinion could materially limit our
ability to raise additional funds by issuing new debt or equity securities or
otherwise. If we fail to raise sufficient capital, we will not be able to
complete our business plan. As a result, we may have to liquidate our business
and investors may lose their investment. Investors should consider our auditor's
comments when determining if an investment in us is suitable.

8

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

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

We face significant competition in the mineral exploration
industry.

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

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

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

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

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

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

We recently completed an offering of 1,000,000 units at a price
of $0.08 per unit, with each unit consisting of one share of our common stock
and one share purchase warrant. Each warrant will entitle the holder to acquire
an additional share of our common stock at an exercise price of $0.10 per share
for a period ending August 26, 2010. In addition, we are currently offering
units (10% convertible notes and share purchase warrants) for gross proceeds of
$500,000. Since our inception, we have relied on such equity sales of our common
stock to fund our operations. We may conduct further equity offerings in the
future to finance our current projects or to finance subsequent projects that we
decide to undertake. If common stock is issued in return for additional funds,
the price per share could be lower than that paid by our current stockholders.
We anticipate continuing to rely on equity sales of our common stock in order to
fund our business operations. If we issue additional stock, the interests of
existing shareholders will be diluted.

9

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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 "PGRM. 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 that a price equal or greater than the price paid by the investor.

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

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

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

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

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ITEM
2.            
PROPERTIES.

We rent office space at 1200 Dupont Street, Suite 2J,
Bellingham, WA 98225, consisting of approximately 144 square feet, at a cost of
$362 per month. This rental is on a month-to-month basis without a formal
contract.

We own a 100% interest in the Clisbako Property located in
British Columbia, Canada. Title to the Clisbako Property is held by our wholly
owned British Columbia subsidiary, Clisbako Minerals Inc.(Clisbako).

Description of the Clisbako Property

The Clisbako Property covers approximately 3,388 hectares. The
mineral claims making up the Clisbako Property are recorded with the Ministry of
Mines as follows:

Tenure Number
      Area in Hectares
      Expiry Date530325
    489.55
    March 10, 2010530328
    489.74
    March 10, 2010530329
    313.10
    March 10, 2010530387
    391.81
    March 10, 2010530462
    391.81
    March 10, 2010530464
    391.66
    March 10, 2010530465
    313.21
    March 10, 2010534877
    293.62
    March 10, 2010534928
    293.62
    March 10, 2010535450
    19.58
    March 10, 2010


The Province of British Columbia owns the land covered by the
Clisbako Property. To our knowledge, there are no aboriginal land claims that
might affect our title to the Clisbako Property or the Provinces title of the
property.

In order to maintain the Clisbako Property in good standing, we
must complete minimum exploration work on the Clisbako Property and file
confirmation of the completion of the work with the Ministry of Mines. In lieu
of completing this work, we may pay a fee equal to the minimum exploration work
that must be performed with the Ministry of Mines. The completion of mineral
exploration work or payment in lieu of exploration work in any year will extend
the existence of our mineral claims for one additional year. The minimum
exploration work that must be performed and/or the fee for keeping our claims
current is equal to $8.00 CDN (approximately $6.46 US) per hectare. As our
mineral claims are in good standing until March 10, 2010, we will be required to
complete minimum exploration work or pay a minimum fee of CDN$27,104
(approximately US$21,903) on or before March 10, 2010 and each year thereafter
in order to keep the Clisbako Property current. If we fail to complete the
minimum required amount of exploration work or fail to make a payment in lieu of
this exploration work, our mineral claims will lapse and we will lose all
interest in our mineral claims.

Location, Access, Climate and Physiography

The Clisbako Property 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.

Access to the property is by paved highway west from Quesnel to
Nazko, then 50 kilometers southwest by gravel Forest Service Roads (FSR). The
4200 FSR crosses the northern portion of the Clisbako Property and branch roads
and logging tracks provide access to much of the rest of the property.

The climate of the area is characteristically dry. Average
annual temperature is approximately 2° C, with average summer highs in July and
August of 14° C and January winter lows averaging -13° C. Average annual
precipitation is approximately 440 millimeters, with an estimated 40% falling as
snow. The majority of rainfall occurs between June and August.

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The claims cover a wide variety of terrain, from swampy meadows
to forested upland slopes. Elevations range from 1,250 meters along the Clisbako
River to over 1,500 meters to the west. A significant portion of the property
has been logged by clearcut methods. Forest cover is typical of the region,
consisting of lodgepole pine, with local stands of black spruce, fir and birch
along drainages. Timber harvesting has occurred with numerous cut blocks
scattered throughout the claim area. Swampy meadow lands in the eastern and
north-eastern portions of the property that form the headwaters of the Clisbako
River system are saturated for much of the year but dry out in late summer.
These areas are sparsely treed.

Property History

Historical work to date on the Clisbako Property has outlined
eight main zones, as currently identified, of epithermal mineralization and
alteration referred to as the North, Central, South, West Lake, Obvious, West
Lake Boulder, Gore and Bari zones. Historical records indicate that soil
geochemical surveys and geophysical surveys have been conducted over several
grids on the property, and a total of 34 diamond drill holes have been
completed. The bulk of the work has been concentrated within a 2 kilometer by 4
kilometer north trending corridor in the centre of the project area. Prior to
1989, there is no recorded work on the Clisbako Property.

Eighty Eight Resources Ltd.: 1989 - 1991

In 1989, a regional reconnaissance exploration program was
conducted within the Nechako Basin by Eighty Eight Resources Ltd. Epithermal
quartz float collected on the property returned weakly to moderately anomalous
gold, silver and arsenic values. Subsequent work traced these samples to their
source and led to the discovery of several extensive areas of epithermal
silicification and argillic alteration in 1990.

A property consisting of 15 contiguous claims (Clisbako 1-15)
covering 7,500 hectares was staked by Eighty-Eight Resources Ltd. to cover these
areas. Dawson Geological Consultants Ltd. were contracted to complete a compass
and flag grid covering the 4 main mineralized zones (North, Boulder, Central and
South Zones). Crews collected 1,320 soil samples from grids covering the
mineralized areas, and a total of 253 rock samples were collected from areas of
epithermal silicification as well as from mineralized float believed to be
locally derived. Geological mapping was also completed.

Minnova Inc.: 1991- 1992

The property was subsequently optioned to Minnova Inc., and
five more claims (Clisbako 16-20) were added to the property in April, 1991,
following a compilation of data and re-interpretation of the 1990 field work.
Minnova then proceeded to fly an airborne magnetic and electro-magnetic survey
over the entire property. Grid line spacing over the pre-existing grid was
tightened to 100 meters line spacing and grid lines were extended 1 kilometer to
the west. The entire gridded area was geologically mapped and sampled, the
results of which delineated the Gore and Pond epithermal alteration zones. A
total of 18 trenches were excavated covering 5 mineralized zones (North, South,
Central, Discovery and Trail Zones), all of which were mapped in detail and
sampled. Based on the results of these programs a 19 hole NQ drill program was
completed totaling 3,024 meters. This included 11 holes in the North Zone, 7
holes in the South Zone and 1 diamond drill hole in the Central Zone. The
program confirmed the presence of widespread anomalous gold concentrations but
failed to delineate any zones of economic significance.

In June, 1992, a total of seventeen 2-post claims were added on
the claim group, presumably to ensure there were no internal fractions between
the Clisbako 4 & 13, 7 & 14, 5 & 10 and 8 & 10 claims. Minnova
conducted a gradient array IP geophysical survey over 17 partial grid lines
covering those zones identified to date in the central portion of the property.
An additional 7 trenches were completed in the West Lake, Gore, West Pit and
Central Zones. An 11 hole, 1,358 meter NQ drill program was conducted to
evaluate the results of the gradient array IP survey and extensions to zones
identified in 1991. Although the drilling intersected extensive widths of strong
epithermal alteration in each target area, no significant precious metal values
were detected. Nonetheless, indicator elements such as mercury, arsenic and tin
were strongly anomalous throughout, indicating that the system as a whole has a
classic epithermal signature.

12

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Phelps Dodge: 1994 - 1996

After the expiration of Minnovas option, Phelps Dodge examined
the property and subsequently optioned it in the fall of 1994. Phelps Dodge,
through Fox Geological Services Inc., carried out a 22 line kilometer soil
geochemical sampling program in 1994. Thick glacial till cover in the project
area effectively masks any bedrock leaching and the soil survey failed to define
zones of epithermal alteration.

Fox Geological was retained again to conduct a combined rock
and soil geochemistry program, IP geophysical survey, geological mapping and a
diamond drilling program during the 1995 field season. The 1995 program focused
on developing new targets in relatively under explored parts of the property and
further evaluating known zones of mineralization with limited historical
work.

Fox Geological Services completed 58 kilometers of gridding
west of Camp Lake to the western claim boundary. Mapping and prospecting on the
grid generated 339 rock samples of bedrock and float, returning values from
trace to 9760 ppb gold. This sample was collected from a cluster of weakly
quartz veined feldspar phyric rhyolite float boulders within a discrete
dispersion train in till. The bedrock source of these boulders has not been
discovered.

Soil geochemical surveys totaling 22 line kilometers covered
the western and central portions of the claim group along one kilometer spaced
lines with detailed coverage in the Gore and Bari zones resulting in 677 soil
samples. Anomalous gold results were usually isolated, one sample occurrences,
but anomalous arsenic values outlined a prominent 2000 meter by 800 meter north
trending zone which coincided with several new zones of quartz veining outlined
by prospecting. Additional follow-up was recommended in the Bari 1 and 2 zones.

The IP survey consisted of a total of 17.8 line kilometers. Two
different arrays were utilized: a reconnaissance style survey with electrodes
spaced 75 meters apart along road lines and a detailed survey with 150 meter
electrode spacing over two established grid lines. The wider separations failed
to detect any anomalous readings that were not detected using shorter
separations.

A total of 700.9 meters of NQ2 diamond drilling in 4 drill
holes was conducted on the West Lake boulder train and the Obvious Zone.
Drilling failed to encounter economic concentrations of gold with results
similar to those obtained from the North and South Zones.

Phelps Dodge noticed in 1995 that several extensive intervals
of Minnovas drill core had not been sampled, and undertook to split, sample and
assay these intervals. A total of 708.5 meters of diamond drill core from the
Minnova program was sampled in the fall of 1995, returning elevated sub-economic
results for gold, arsenic and tin in sections from holes 91-04 and 92-22.

A short 4 day field program was completed in 1996 consisting of
geological mapping and sampling in the Bari Zone area. A total of 24 rock
samples were submitted for analysis with the best results reporting 294 ppb
gold. Most samples over 50 ppb gold were from boulder float. Elevated arsenic
amounts up to 5194 ppm were returned. As with the high gold results, the
majority of the elevated arsenic results are from boulder float samples.

Although a large gold bearing epithermal system had been
outlined in the central claim area covering approximately 20 square kilometers,
gold tenors are generally very low, rarely exceeding 500 ppb.

Goodall (Global Geological): 1996 - 2003

The Bako 1 to 16 claims were subsequently staked by Geoff
Goodall, P. Geo. In 1996 to cover previously identified zones of alteration and
mineralization. A prospecting program was conducted on the Bako 1 to 5 mineral
claims in the spring of 2002. These claims cover eight zones of hydrothermal
alteration typified by pronounced bleaching of the host felsic volcanics and are
characterized by intense argillic alteration accompanied by multi-stage intense
quartz veining, weak to strong silicification, and/or hydrothermal brecciation.
The work program consisted of prospecting traverses and rock geochemical
sampling of areas adjacent to and within previously discovered zones of
alteration. A total of fifty-two rock samples were collected. A strong
correlation was shown to exist between anomalous gold values and anomalous
silver

13

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values. Samples with anomalous concentrations of antimony also
had anomalous levels of arsenic, and mercury was weakly anomalous.

Bard Ventures: 2003 - 2004

The property was optioned to Bard Ventures in late 2003 and
Global Geological Services established two geophysical grids over the Discovery
and Brooks Zones totaling 24.5 line kilometers. Previous mapping and sampling
programs within these areas uncovered concentrations of quartz rich boulder
float with grab samples indicated anomalous gold values.

Regional Geology

The Clisbako property is located in the northern part of the
Chilcotin Plateau. Specifically, it is situated in the south central part of the
Anahim Volcanic Belt along an east-west trend defined by three peralkaline
shield volcano complexes (Rainbow Range, Ilgachuz Range, Itcha Range) that
comprise the western part of the belt. The oldest rocks exposed in the Chilcotin
Plateau area are Pennsylvanian to Permian age Cache Creek Group sedimentary
rocks. These are overlain by upper Triassic to lower Jurassic Takla Group
andesite-basalt flows, tuffs and breccias and associated clastic rocks.
Predominant in the northern portion of the Chilcotin Plateau are andesite flows
and breccias, and sedimentary rocks of the mid-Jurassic Hazelton Group. This
sequence is unconformably overlain by the upper Cretaceous, Paleocene, Eocene
and possibly Oligocene rocks of the Ootsa Lake Group. This latter Group is
comprised of rhyolitic to dacitic tuffs, flows and breccias with minor amounts
of andesite, basalt, conglomerate and tuffaceous shale.

A sequence of Eocene to Miocene andesite, dacite and rhyolite
volcanics of the Endako Group and Pliocene to Pleistocene Chilcotin Group
vesicular andesite and basalt flows, breccias and cinder cones conformably
overlie the Ootsa Lake Group. Pleistocene to recent till, gravel and sand infill
drainages basins and locally form eskers and moraines up to 100 meters thick.
Phelps Dodge compiled a detailed regional geology synopsis of the area as part
of the work they conducted.

The Clisbako property is dominantly underlain by felsic
volcanics and volcaniclastics of Eocene age that are referred to informally as
the Clisbako Volcanics. The Clisbako Volcanics underlie a large, regionally
circular area within which a wide variety of assemblages of the Clisbako
Volcanics occur. This area appears to be a distinct basin of volcanic deposition
and is referred to as the Clisbako Caldera Complex. The age of the complex is
Early to Middle Eocene, based on Potassium-Argon age dates and palynology.
Chemically similar volcanics, also of Eocene age, to the north in the Nechako
River map area are referred to as the Ootsa Lake Group (for the felsic members)
and the Endako Group (for the basic and intermediate members).

Volcanic, subvolcanic and volcaniclastic rocks within the
Clisbako Caldera Complex range in composition from basalt to rhyolite and
include a wide variety of textural types and facies assemblages. Dacites,
rhyodacites and rhyolites are the most common compositional types, with
andesites and basalts subordinate. Passive eruptive sequences of flows and domes
are the most abundant volcanic assemblages with explosive pyroclastics more
common towards its west central parts. Associated with both the passive and
explosive assemblages is a highly variable assemblage of lahars, fanglomerates,
coarse and fine-grained fluvial assemblages and locally, chemically deposited
siliceous sinters that have been interpreted as parts of a moat facies. Chemical
analysis of these volcanics shows them to be potassium-rich and may be
classified as belonging to the high-potash calcalkaline magma series.

Passive eruptive sequences of flows and domes are the most
abundant volcanic assemblages. Explosive pyroclastics occur throughout the
Caldera Complex, but are most common towards its west-central parts. Intimate
with both the passive and explosive volcanic assemblages is a highly variable
assemblage of lahars and fanglomerates, coarse and fine-grained fluvial
assemblages and locally, chemically deposited siliceous sinters that comprise
volcaniclastic sediments that are here interpreted as parts of a "moat" facies.
Rock units of the moat facies from recessive assemblages and are very poorly
exposed. The distribution of these three facies assemblages within the caldera
suggests the presence of a number of separate basins within the larger caldera
structure.

In the north and northeastern parts of the complex, aphyric and
biotite phyric rhyolite and rhyodacite flows and flow domes are common. In the
north part of the area a lahar- moat facies containing boulder breccia,
conglomerate, sandstones and lacustrine siltstone with opaline sinters is
associated with mainly flow and

14

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flowdome units of andesite and dacite composition. The south
eastern part of the caldera complex is underlain by platy fractured, generally
aphyric to weakly augite phyric dacite and andesite, with local areas of basalt
and minor suggestions of the presence of a lacustrine moat facies. The
southwestern part of the caldera is underlain mainly by dacitic, andesite and
subordinate biotite phyric flow units, with local areas to the north of
biotitequartz phyric rhyolite flow and pyroclastics. Here, the
lahar-lacustrine-siliceous sinter moat assemblage occupies a large area in the
central part of this southwestern sector.

The central and northwestern parts of the Clisbako Caldera
complex, underlying the Clisbako, Baez and Bako claim blocks, are underlain by a
bimodal suite of volcanics. Here, the dominant facies is an assemblage of
aphyric to weakly to moderately augite and feldspar phyric dacite flows with
local intercalations of polylithic volcaniclastics, volcanogenic breccia and
fluvial clastics. The subordinate volcanic assemblage in this central and
western sector comprises varieties of variably quartz, biotite, hornblende,
plagioclase and sanidine phyric felsic volcanics that includes explosive ash
flow tuffs, subvolcanic intrusions and breccias. Moat facies assemblages,
including siliceous sinters have been noted in this area proximal to the felsic
volcanic assemblages to the immediate northeast of this west-central facies, and
the presence of boulders in float train suggests its presence within the area.

Property Geology

The Clisbako Property area is one of very low relief that has
been extensively glaciated. Glaciation advanced from the south-southwest,
covering the area with a variable thickness of till. Outcrop is very limited
within the project area and bedrock exposure is likely under 1%. The best
exposures are found on rounded, hummocky ridge crests and are dominated by platy
to massive dacites and rhyodacites. Outcrop is also exposed in incised outwash
channels and in logging slashes. The more recessive and easily weathered rock
assemblages such as the moat facies and clay-argillic alteration assemblages are
poorly represented in natural exposures, although their distribution has been
somewhat enhanced by logging slashes and road cuts.

Contacts were not observed between major units and very rarely
seen between beds. All age relationships between stratigraphic elements are
deductive. In addition, no zone of definitive faulting could be documented by
the presence of natural and man-made exposures, with the exception of trenching
in the North Zone. There, the zone is very strongly faulted, marked by clay
gouge, kaolinized zones and shattered rock and serves to suggest that faulting
is an important, if mostly hidden, structural element.

Dacitic flow units underlie much of the terrain in the central
and western parts of the Clisbako claim area. Rhyolite assemblage fragmental
units underlie the low lying slopes to the north and east. These rocks are in
turn overlain by Miocene basalts along the Clisbako River valley. Most units
strike northerly and dip gently east although dip reversals are common.

Exploration work to date has focused on an area roughly two
kilometers by four kilometers in size. Rocks in this area consist of rhyolitic
flows, tuffs and breccias interbedded with dacite and amydgaloidal andesite
flows and associated pyroclastic rocks. These are tilted and block-faulted and
fill a north-trending, shallow, graben and local depositional basins.

The stratigraphic and subvolcanic lithologies that underlie the
Clisbako claims can be subdivided into three separate assemblages consisting of,
in probable chronological order, a dacitic facies, a rhyolite facies and a
basalt-andesite assemblage. These east-dipping strata are disrupted by
north-trending faults near Mount Dent and at Camp Lake on the Clisbako claims.
Fluvial and lacustrine (moat facies) volcaniclastic sediments form portions of
all three assemblages. The most extensive and probably oldest volcanic facies is
represented by a suite of dacitic flows that are typically aphanitic to sparsely
porphyritic with fine-grained augite phenocrysts. Locally interbedded with the
volcanics of the Dacite Assemblage are variable thicknesses of clastic rocks
that range from sharpstone conglomerate-fanglomerate to laminated fluvial
fine-grained sandstone composed of detritus derived directly from the dacite
flows.

Rhyolites of the felsic facies assemblage lie in a north-south
trending band through the central part of the claim block. This assemblage has
been interpreted as one of the centers of felsic volcanism within the Clisbako
Caldera Complex. Volcanic and subvolcanic members of this facies include ash
flow tuffs, flows, breccias, dykes and domes (plugs) and are composed of
variations of plagioclase, biotite, quartz, hornblende and sanidine phenocrysts.
It is distinguished from the dacite assemblage by the presence of common

15

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hydrous minerals biotite and hornblende. Associated spatially
and compositionally with rhyolites of the felsic assemblage are volcaniclastics
of a moat facies, including ash tuffs, siltstone, sandstone, conglomerate and
siliceous sinters.

Overlying the Clisbako Formation is a 30 to 50 meter thick
basalt-andesite facies, the youngest unit. This is comprised of olivine basalt
flows and locally abundant pyroclastic rocks and has been correlated with the
Miocene Endako Group. It appears in the extreme northeast portion of the claim
block.

North to north-northeast striking faults are the most prominent
structures on the property. They dip moderately to steeply east and west (40° to
80°) and are responsible for extensive block faulting of the Clisbako Formation.
Measured offsets range from a few meters to about 200 meters. Epithermal
alteration is hosted by several of these faults.

Faulting has caused considerable rotation of the volcanic
sequence, resulting in highly variable dips. For example, on the west part of
the grid, units of the Dacite member dip steeply to vertically while at the
North Zone bedding is nearly flat lying.

A shallow graben is defined by the north trending faults in the
grid area. Epithermal style alteration at the North, Central, South, Gore and
West Lake zones occur along these structures. The easternmost fault, the East
Boundary Fault, hosts epithermal alteration intermittently over a length of 2
kilometers. The South, Trail and Central Zones occur along this structure.

Other structures include northwest and northeast trending
linears which form conspicuous drainage patterns in the northeast claim area.
They have no measurable offset and their significance is uncertain.

Several occurrences of epithermal-style alteration are known in
the east part of the property. They are all similar in style.

The zones are characterized by wide haloes of pervasive
argillic alteration occurring in the hanging wall of the graben faults.
Extensive stockworks of quartz, pyrite (+ marcasite) veinlets occur throughout
the argillic zones. Overall sulphide content averages about 0.5% .

Stockworks grade into areas of pervasive silicification close
to the faults. These commonly contain irregular shaped bodies of hydrothermal
breccia and banded veins.

Argillic alteration occurs up to 100m into the hanging wall of
the source structures. In zones where several parallel structures occur close
together, such as at the North Zone, the argillic zones coalesce. Silicification
is more restricted, occurring as 1 to 25 meter wide zones along fault planes.
Narrow subparallel silicified zones also occur in the footwall of the host
structures.

Footwall alteration is less intense than the hanging wall
alteration. Argillic alteration is typical, however at some locations weak
propylitization consisting mostly of chlorite and calcite veinlets is developed.

Alteration is well developed in a variety of host rocks. At the
North, West Lake and Central zones alteration occurs in rhyolites and crystal
tuffs. At the South Zone, the strongest alteration is hosted by amygdaloidal
andesite.

Mineralization

Mineralization at Clisbako consists of epithermal silica
stockworks and breccias developed on north-striking faults. Previous operators
have outlined eight zones of hydrothermal alteration on the property. These
zones are associated with rocks of the felsic assemblage, grading outward into
rocks of the dacite assemblage. The zones are referred to as the Bari, Brooks,
Gore, Discovery, Obvious, West Lake, South and North zones. The alteration zones
are typified by pronounced bleaching of the host felsic volcanics and are
characterized by intense argillic alteration accompanied by multi-stage intense
quartz veining, weak to strong silicification, and/or hydrothermal brecciation.
Locally, early argillic alteration is almost completely overprinted and masked
by later successive stages of silicification.

16

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It has been suggested that the hydrothermal alteration and
mineralization were developed along complex steeply dipping north to north-east
trending fault structures which were formed during the development of the
Clisbako Caldera. However, within the claim area the alteration zones appear to
be controlled by a series of closely spaced subparallel small-scale faults,
rather than a single major structure. The rocks between the individual
small-scale faults are highly fractured, intensely hydrothermally altered and
flooded with a pervasive stockwork of quartz veinlets.

The various mineralized zones and prospects, along with
boulders in glacial dispersion trains, are composed of quartz veined volcanic
rocks. Vein textures include massive fine to medium grained quartz, banded
chalcedony, stockworks of comb-textured quartz and drusy vugs. Calcite occurs in
very small amounts and as fracture coatings and as replacement of alkali
feldspars in propylitically altered rock. Quartz veins are varied and have been
described as; stockwork, druzy, massive, sugary, stringers, blue/black,
chalcedonic, banded, comb quartz in open space fillings, crustiform, or
brecciated. Some of the veins show quartz pseudomorphs after coarse bladed
calcite, evidence of boiling.

The argillic zones contain an average of less than 0.5% sulfide
mineralization, but in the silicified zones the sulfide content may reach 5%
over narrow widths. Low sulphide concentrations are typical of an acid-sulphate
epithermal system.

Pyrite is the dominant sulphide and typically is very fine
grained. In this form it most commonly occurs as disseminations in dark gray to
blue-black chalcedonic quartz, is disseminated in the matrices of siliceous
hydrothermal breccias, or fills quartz lined cavities. Coarse-grained pyrite is
locally associated with marcasite and arsenopyrite. Pyragerite has been
identified south of Clisbako Lake, within the North Zone, and may be the main
silver bearing mineral. Barite has been observed at several localities.

Alteration fringing the siliceous lodes and breccias is
dominantly argillic, generally widespread and locally intense. It consists of
illite and montmorillonite replacement of plagioclase feldspar phenocrysts and
the ground mass, with minor sericitization of hornblende and biotite
phenocrysts. Mineralized zones generally comprise an inner zone of silicious
breccia and quartz stockworks lying on or within controlling fault structures
and a wide distal zone of argillic alteration that may extend up to 150 meters
or more out from the silica core zone. Propylitic alteration is pervasive and
comprises fine disseminated and fracture controlled chlorite which imparts a
pale green color to the rocks. It is accompanied by variable amounts of calcite
along fractures and as replacement of alkali feldspar. Potassic alteration as
measured by alkali feldspar staining of rocks is variable. In only one
occurrence has potassium feldspar been observed within a vein. Gold grades are
elevated close to the inner silicified zone while the argillic envelope is
usually barren. The various zones explored are described in detail below.

The North zone lies in a down-faulted block of feldspar (+/-
quartz) phyric rhyolite flows and tuffs and dacite flows and pyroclastic
breccias south of Camp Lake. It is exposed in a gully in which trench
excavations have exposed argillic-altered rocks over 300 meters. It has a well
defined east boundary marked by a fault. The west boundary is poorly constrained
and is probably continuous with the West Lake Zone.

Alteration associated with north-striking faults consists of
extensive silicification, quartz and pyrite stockworks, banded epithermal veins
and siliceous breccia. These zones contain elevated precious metal and
pathfinder element values. Argillic alteration is most pronounced distal from
the siliceous zones. Barren quartz stockworks are common in the argillic zone.

The Central zone is a stockwork lying along the same fault
structure that hosts the South zone. Quartz-clay alteration is similar to that
at the North zone, with extensive quartz stockworks and pervasive argillic
alteration occurring in a flow-banded dacite. The zone is narrow and probably
connects with the North Zone to the north.

Four trenches have been excavated on the Discovery zone across
two narrow, hydrothermal breccias. The best gold grades (133 to 421 ppb gold)
were obtained from a two meter wide zone of quartz stockworks, white, vuggy
quartz veins and hydrothermal breccia. The matrix consists of a bluish-grey clay
gouge. The wallrock, which consists of flow banded dacite, is moderately
silicified up to four meters away from the breccia. The highest gold tenor (421
ppb) was obtained from the most intensely altered material. A second less
altered breccia, consists of black, sulphidic quartz fragments in a moderate to
strongly argillized dacite

17

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host. This interval was only weakly mineralized (102 ppb gold),
however a sulphide-rich interval was enriched in arsenic (2,930 ppb).

The South Zone is typified by a large area of silicification
and hydrothermal breccia. The main outcrop area, in a small creek at the south
end of the property, consists of a zone of hydrothermal breccia, veins and
stockworks over an outcrop area of 150 meters and has been traced by drilling
for some 300 meters.

The zone shows evidence of multiple stages of silicification
indicated by cross cutting relationships and clast types within hydrothermal
breccia veins. The hanging wall is strongly bleached and variably silicified in
which a strongly developed stockwork of pyritic veinlets are cut by irregular
veins of dark grey, banded chalcedony. One such vein was traced continuously for
22 meters. It was from these veins that the best assays were obtained by
Minnova. The highest tenor was 3,300 ppb gold over a two-meter sample.

Despite the intense alteration, silicification and breccia
development, precious metal and pathfinder element concentrations are low. The
highest gold concentrations occur in sulphide-rich hydrothermal breccias and
zones of banded grey chalcedony. Minnova drilled ten holes in the South zone
area in 1991 and 1992. Most holes returned low grade to barren zones of
siliceous breccia. The best hole, DOH 92-30 returned 2.0 meters of 228 ppb gold.

Two zones were identified by IP surveys southwest of Camp Lake,
the West Lake and West Pit Zones. The West Pit is a 200-metre long chargeability
high centered on line 416N at 285+00E. It has been traced intermittently as far
south as line 400N. Trenching in 1992 failed to reach bedrock. Subcrop and
overburden contains abundant bright yellow clay along with fragments of
silicified rock and vein quartz. The West Lake zone, immediately west of the
North zone, consists of a coincident chargeability and resistivity high with a
strike length of about 300 meters. Trenching on the West Lake zone exposed a
quartz stockwork zone containing three-meter wide banded and bladed, pyritic,
quartz-chalcedony veins. The best chip samples across the altered zone returned
8.5 g/t gold over one meter from one of the veins.

Minnova drilled six holes in the West Lake-West Pit area in
1992 to follow-up trenching and induced polarization surveys. The best hole,
92-27, returned 135 ppb gold over an interval of 2.0 meters.

The Obvious Zone is located along the 4200 Forest Service Road
approximately 2 kilometers north of the North Zone at Camp Lake, and was
discovered by prospecting the excavated ditches adjacent to the road. Float
boulders of quartz veins and silicified feldspar phyric rhyolite tuffs are
present within till and subcrop. The best grab sample returned 156 ppb gold with
elevated arsenic. The Obvious Zone was drill tested by hole 236-34.

The West Lake Boulder Train is located along a reclaimed
logging access road along the west shore of Camp Lake. The boulder dispersion
train comprises angular float blocks up to 50 cm in size in till along a tightly
confined, north trending dispersion train over 600 meters in length. Float
blocks include massive fine grained quartz, silica breccias and quartz
stockworks. The best grab sample returned 1528 ppb gold. This zone was drill
tested by 3 drill holes, 236-31, 236-32, and 236-33.

The Gore Zone is located approximately 1.5 kilometers southwest
of the North Zone on the eastern slope of the ridge rising to the west of Camp
Lake. The Zone comprises north trending massive silica breccias and quartz vein
stockworks within dacite flows and rhyolite tuffs and is exposed over an area of
500 meters by 50 meters. Bedrock and float boulder sampling returned low gold
values ranging from trace to 315 ppb.

The Bari Zone comprises two separate silica breccia bodies and
several float and subcrop occurrences centered about 2.5 kilometers due west of
the North Zone. Local lithologies include propylitically altered dacite flows
and a 50 meter thick pyroclastic breccia unit with variably silicified angular
clasts. Two separate zones, the Bari 1 and Bari 2 zones are partially exposed
through a thin cover of till and comprise north-trending zones of hydrothermal
breccia up to five meters thick. Accessory minerals include arsenopyrite and
barite and possible sulphosalts indicated by an unusual grass green colored
weathering. The peak gold value is 239 ppb from the Bari 1 and 466 ppb gold from
the Bari 2. Both zones are within a large arsenic soil anomaly which extends for
2 kilometers from L 406N to L 426N.

Detailed sampling in 1996 failed to enhance the prospect with
best results from outcrop reporting a high of 68 ppb Gold. High arsenic values
of up to 5194 ppm were returned from float boulders.

18

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Prospecting and rock geochemical sampling on the Bari Zone in
2002 has confirmed the existence of epithermal style gold and silver
mineralization within an argillically altered and quartz veined felsic volcanic
assemblage. More than 80% of the 52 rock samples returned anomalous values for
gold, silver, arsenic, tin, mercury, molybdenum or barium. The highest values
were 770 ppb gold, 56.6 ppm silver, 8330 ppm arsenic, 346 ppm tin and 7 ppm
mercury. These results were returned from dark gray or blue-black colored veins
with or without banding, or from silicified zones that displayed several stages
of brecciation. Local development of intense brecciation suggests repeated
sealing and fracturing permitting hydrothermal fluids to repeatedly permeate the
system.

Conclusions and Recommended Exploration Program

James Chapman, P. Geo. and P. Eng., and Willie Kushner, B.Sc.
Geo., our consulting geologists, conclude that a strong potential for
mineralization on the property lies within structurally controlled features at
depth.

Our consulting geologists recommend a three-phase continuing
exploration program be undertaken on the property to determine the prime
localities of mineralization on which to focus concentrated exploration. The
three-phase program and its approximate estimated costs consist of the
following:

Phase
      Recommended Exploration Program
      Approximate Estimated Cost
      StatusPhase I
    Soil geochemical surveys, prospecting, mapping
      and geophysics in order to better define the Bari 1 and Bari 2 zones.
    CDN $122,000 ($98,576)
    To be implemented in Third Quarter 2009.Phase II
    Trenching and IP geological surveys.
    CDN $152,000 ($122,816)
    To be determined based on the results of Phase
      I.Phase III
    Diamond drilling on selected targets.
    CDN $523,000 ($422,584)
    To be determined based on the results of Phase
      I.Total Estimated Cost
    CDN $797,000
      ($643,976)


ITEM
3.             LEGAL
PROCEEDINGS.

We are not a party to any other legal proceedings and, to our
knowledge; no other legal proceedings are pending, threatened or
contemplated.

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

None.

19

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PART II

|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES.
|------- | -------------------------------------------------------------------------------------------------------------------------

Market Information

Our shares of common stock commenced trading on the OTC
Bulletin Board under the symbol PGRM on July 11, 2007. The high and low bid
information for our common stock for the years ended November 30, 2008 and 2007
as reported by the OTC Bulletin Board were:

QUARTER
      HIGH ($)
      LOW ($)November 30, 2007
    -
    -February 28, 2008
    $0.20
    $0.00May 31, 2008
    $0.35
    $0.06August 31, 2008
    $0.45
    $0.20November 30, 2008
    $0.40
    $0.25


Quotations provided by the OTC Bulletin Board reflect
inter-dealer prices, without retail mark-up, markdown or commission and may not
represent actual transactions.

Holders Of Our Common Stock

As of February 27, 2009, there are 17,999,048 shares of our
common stock issued and outstanding held of record by twenty-four (24)
registered stockholders. We believe that a number of stockholders hold stock on
deposit with their brokers or investment bankers registered in the name of stock
depositories.

Dividends

We have not declared any dividends on our common stock since
our inception on April 28, 2006. There are no dividend restrictions that limit
our ability to pay dividends on our common stock in our Articles of
Incorporation or Bylaws. Our governing statute, Chapter 78 of the Nevada Revised
Statutes (the NRS), does provide limitations on our ability to declare
dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring
dividends where, after giving effect to the distribution of the dividend:

|(a) | we would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                                                                                                                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed, if we were to be
      dissolved at the time of distribution, to satisfy the preferential rights
      upon dissolution of stockholders who may have preferential rights and
      whose preferential rights are superior to those receiving the distribution
      (except as otherwise specifically allowed by our Articles of
      Incorporation).

Recent Sales Of Unregistered Securities

Since our previous fiscal year ended November 30, 2007, we have
completed the following sales of unregistered securities:

|1. | On August 27, 2008, we completed a private placement of
      1,000,000 units at a price of $0.08 per unit for total proceeds of
      $80,000. Each unit is comprised of one share of our common stock and one
      share purchase warrant. Each share purchase warrant entitles the holder to
      purchase one additional share of our common stock at a price of $0.10 per
      share for a period ending August 26, 2010. This private placement was
      completed pursuant to the provisions of Regulation S. We did not engage in
      a distribution of this offering in the United States. The investors
      represented that they were not U.S. Persons as defined in Regulation S,
      and have provided representations indicating that they were acquiring our
      securities for investment purposes only and not with a view towards
      distribution.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20

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|2. | On December 16, 2008, in consideration for our
      acquisition of the Clisbako Property, we issued 2,000,000 shares of our
      common stock to Bako. These shares were issued to Bako pursuant to the
      provisions of Regulation S promulgated under the Securities Act on the
      basis of representations provided by Bako that it is not a U.S. Person
      as that term is defined in Regulation S.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM
7.            
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

PLAN OF OPERATION

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

Our plan is to conduct Phase I of our exploration program in
  third quarter of 2009. However, we will require additional financing in order
  to complete Phase I of our exploration program. If we are able to obtain additional
  financing, Phase I of our exploration program on the Clisbako Property will
  involve soil geochemical surveys, prospecting, mapping and geophysics in order
  to define the Bari 1 and Bari 2 zones. We anticipate that Phase I will cost
  approximately CDN $122,000 ($98,576).

As at November 30, 2008, we had cash on hand of approximately
$29,926. Accordingly, we have insufficient cash on hand to proceed with our
exploration program of the Clisbako Property and we will require additional
financing in order to proceed with our exploration program. There is no
assurance that we will be able to acquire such additional financing on terms
that are acceptable to us, or at all.

RESULTS OF OPERATIONS

|Summary of Year End Results |   |                   |   |   |                   |   |  |                       | 
|--------------------------- | - | ----------------- | - | - | ----------------- | - |  | --------------------- | 
|                            |   | Year Ended        |   |   | Year Ended        |   |  | Percentage            | 
|                            |   | November 30, 2008 |   |   | November 30, 2007 |   |  | Increase / (Decrease) | 
|Revenue                     | $ | -                 |   | $ | -                 |   |  | n/a                   | 
|Expenses                    |   | (139,039          | ) |   | (108,384          | ) |  | 28.3%                 | 
|Net Loss                    | $ | (139,039          | ) | $ | (108,384          | ) |  | 28.3%                 | 

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 property. 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 property, or if such deposits are discovered,
that we will enter into further substantial exploration programs.

Expenses

The major components of our expenses for the years ended
November 30, 2008 and 2007 are outlined in the table below:

|                      |   | Year Ended        |  |   | Year Ended        |  |  | Percentage            | 
|--------------------- | - | ----------------- |  | - | ----------------- |  |  | --------------------- | 
|                      |   | November 30, 2008 |  |   | November 30, 2007 |  |  | Increase / (Decrease) | 
|Depreciation Expense  | $ | 505               |  | $ | 253               |  |  | 99.6%                 | 
|Consulting Fees       |   | 400               |  |   | 1,200             |  |  | (66.7)%               | 
|Filing and Regulatory |   | 4,185             |  |   | 5,454             |  |  | (23.3)%               | 
|Incorporation Costs   |   | 800               |  |   | -                 |  |  | n/a                   | 

21

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|                                          |   | Year
      Ended  |  |   | Year
      Ended  |  |  | Percentage            | 
|----------------------------------------- | - | ----------------- |  | - | ----------------- |  |  | --------------------- | 
|                                          |   | November 30, 2008 |  |   | November 30, 2007 |  |  | Increase / (Decrease) | 
|Management Fees                           |   | 11,800            |  |   | 33,600            |  |  | (64.9)%               | 
|Mineral Property Exploration Costs        |   | -                 |  |   | 9,500             |  |  | (100)%                | 
|Office and Administrative                 |   | 11,215            |  |   | 11,444            |  |  | (2.0)%                | 
|Professional Fees                         |   | 104,134           |  |   | 46,933            |  |  | 121.9%                | 
|Write-off of Mineral Property
      Costs |   | 6,000             |  |   | -                 |  |  | n/a                   | 
|Total Expenses                            | $ | 139,039           |  | $ | 108,384           |  |  | 28.3%                 | 

Professional fees during the fiscal year ended November 30,
2008 consist of accounting and legal fees incurred in connection with meeting
our ongoing reporting requirements under the Exchange Act. The additional
professional fees during the fiscal year ended November 30, 2008 primarily
relate to costs incurred in connection with our acquisition of the Clisbako
Property and the proposed acquisition of the Magellan Singapore
Subsidiaries.

The decrease in management fees during the fiscal year ended
November 30, 2008 as compared to the fiscal year ended November 30, 2007 is a
result of our former executive officer and former director agreeing to cease
charging his management services fee of $2,800 per month.

During the fiscal year ended November 30, 2008, we wrote off
mineral property costs of $6,000 as a result of our decision to allow the
Spelter Claim to lapse.

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

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital                         |   |                   |   |   |                   |   |  |                       | 
|--------------------------------------- | - | ----------------- | - | - | ----------------- | - |  | --------------------- | 
|                                        |   | At                |   |   | At                |   |  | Percentage            | 
|                                        |   | November 30, 2008 |   |   | November 30, 2007 |   |  | Increase / (Decrease) | 
|Current Assets                          | $ | 29,926            |   | $ | 4,141             |   |  | 622.7%                | 
|Current Liabilities                     |   | (199,605          | ) |   | (10,919           | ) |  | 1,728.1%              | 
|Working Capital Surplus
      (Deficit) | $ | (169,679          | ) | $ | (6,778            | ) |  | 2,403.4%              | 

|Cash Flows                                    |   |                   |   |   |                   |  
|--------------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                              |   | Year Ended        |   |   | Year Ended        |  
|                                              |   | November 30, 2008 |   |   | November 30, 2007 |  
|Cash Flows used in Operating
      Activities | $ | (41,973           | ) | $ | (91,037           | )
|Cash Flows used in Investing Activities       |   | (110,367          | ) |   | (1,516            | )
|Cash Flows from Financing
      Activities    |   | 178,500           |   |   | -                 |  
|Net Increase in Cash During Period            | $ | 26,160            |   | $ | (92,553           | )

The increase in our working capital deficit at November 30,
2008 from November 30, 2007 is primarily a result of the fact that we had no
sources of revenue during the period and that our total expenses increased
during the year ended November 30, 2008.

During the fiscal year ended November 30, 2008, we received the
following sources of financing:

|(a) | A loan of $20,000 advanced by Kahala Financial Corp., a
      company controlled by our sole executive officer and one of our directors.
      This loan is unsecured, bears interest at a rate of 10% per annum and is
      due on demand.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22

---

|(b) | A loan of $10,000 from a third party. The loan is
      unsecured, bears interest at 10% per annum and is due on demand.                                                                       
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                
|(c) | The sale of 1,000,000 units at a price of $0.08 per unit
      for total proceeds of $80,000.                                                                                                  
|    |                                                                                                                                                                                                
|(d) | Proceeds of $67,500 in connection with our convertible
      note offering. As of the date of this Annual Report, we have not issued
      any securities under this convertible note
offering.

Financing Requirements

As at November 30, 2008, we had cash on hand of $29,926.
Currently, we do not have sufficient financial resources to complete our plan of
operation for the next twelve months. We have not earned any revenues to date
and we do not anticipate earning revenues in the near future. As such, our
ability to complete our plan of operation is dependent upon our ability to
obtain substantial financing in the near term. Any future financing that we
obtain is expected to be in the form of sales of our equity securities. If we
are successful in completing any equity financings, of which there is no
assurance, our existing shareholders will experience a dilution of their
interest in our company. There is a substantial doubt that we will be able to
obtain financing in an amount that is sufficient to enable us to complete our
proposed plan of operation. If we are not successful in raising sufficient
financing, we will not be able to complete our plan of operation. We do not have
any specific alternatives to our current plan of operation and have not planned
for any such contingency. If we are not successful in raising sufficient
financing, our business may fail and our shareholders may lose all or part of
their investment.

During the year ended November 30, 2008, our Board of Directors
approved a private placement offering of up to 200 units (the Units) at a
price of $2,500 per Unit. Each Unit is comprised of one $2,500, 10% convertible
note (each a Note) and 10,000 share purchase warrants (each a Warrant). Each
Note is due on October 31, 2010 and is convertible into shares of our common
stock at a price of $0.15 per share. Each Warrant shall entitle the holder to
purchase one (1) share of our common stock at a price of $0.25 per share for a
one year period from the date of issue. The private placement offering of Units
will be made to investors who are not U.S. Persons as defined in Regulation S.
As of November 30, 2008, we had received proceeds of $67,500 under this
offering, but we have not issued any securities under the offering. There are no
assurances that any additional units will be sold under the offering.

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
generally accepted accounting principles requires our management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in the notes to our audited financial statements included under Item 8
of this Annual Report.

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.

23

---

Exploration Stage Enterprise

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

Mineral Property Interests

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

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

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

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

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

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

24

---

ITEM
8.            
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Index to Consolidated Financial Statements:

Audited consolidated financial statements as of November 30,
2008, including:

|1. | Report of Independent Registered Public Accounting
      Firm;                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                      
|2. | Consolidated Balance Sheets as of November 30, 2008 and
      2007;                                                                                                                  
|   |                                                                                                                                                                                      
|3. | Consolidated Statements of Operations for the years ended
      November 30, 2008 and 2007 and for the cumulative period from inception on
      April 28, 2006 to November 30, 2008;
|   |                                                                                                                                                                                      
|4. | Consolidated Statements of Cash Flows for the years ended
      November 30, 2008 and 2007 and for the cumulative period from inception on
      April 28, 2006 to November 30, 2008;
|   |                                                                                                                                                                                      
|5. | Consolidated Statement of Stockholders Equity (Deficit)
      for the period from inception on April 28, 2006 through November 30, 2008;
      and                                  
|   |                                                                                                                                                                                      
|6. | Notes to the Consolidated Financial
  Statements.                                                                                                                                    

25

---

PENGRAM CORPORATION(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2008 AND
  2007(Stated in U.S. Dollars)

---

To the Board of Directors and Stockholders of 
  Pengram
  Corporation

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
  FIRM

We have audited the accompanying balance sheets of Pengram
  Corporation as of November 30, 2008 and 2007, and the related statements of
  operations, stockholders equity and cash flows for the years then ended, and
  for the period from April 28, 2006 (inception of exploration stage) to November
  30, 2008. These financial statements are the responsibility of the Companys
  management. Our responsibility is to express an opinion on these financial
  statements based on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. The Company
  is not required to have, nor were we engaged to perform, an audit of its
  internal control over financial reporting. Our audit included consideration of
  internal control over financial reporting as a basis for designing audit
  procedures that are appropriate in the circumstances, but not for the purpose of
  expressing an opinion on the effectiveness of the Companys internal control
  over financial reporting. Accordingly, we express no such opinion. An audit also
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the financial statements, assessing the accounting principles
  used and significant estimates made by management, as well as evaluating the
  overall financial statement presentation. We believe that our audits provide a
  reasonable basis for our opinion.

In our opinion, the financial statements referred to above
  present fairly, in all material respects, the financial position of Pengram
  Corporation as of November 30, 2008 and 2007 and the results of its operations,
  stockholders equity and its cash flows for the years then ended, and for the
  period from April 28, 2006 (inception of exploration stage) to November 30,
  2008, in conformity with accounting principles generally accepted in the United
  States of America.

The accompanying financial statements have been prepared
  assuming that the Company will continue as a going concern. As discussed in Note
  1 to the financial statements, the Company has no revenues, limited resources
  and a large accumulated deficit. These factors raise substantial doubt about the
  Companys ability to continue as a going concern. Managements plans are also
  discussed in Note 1. The financial statements do not include any adjustments
  that might result from the outcome of this uncertainty.

/s/ Williams & Webster, P.S. 
  Williams & Webster,
  P.S.Certified Public AccountantsSpokane, Washington 
  March 11,
  2009

---

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

|                                                              |   | NOVEMBER 30 |  
|------------------------------------------------------------- | - | ----------- | -
|                                                              |   | 2008        |  
|                                                              |   |             |  
|ASSETS                                                        |   |             |  
|                                                              |   |             |  
|Current                                                       |   |             |  
|Cash                                                          | $ | 29,926      |  
|Deposits                                                      |   | -           |  
|Total Current Assets                                          |   | 29,926      |  
|                                                              |   |             |  
|Computer Equipment, net of depreciation(Note 3)               |   | 758         |  
|                                                              |   |             |  
|Advances(Note 8)                                              |   | 110,367     |  
|                                                              |   |             |  
|Mineral Property Acquisition Costs(Note 4)                    |   | -           |  
|                                                              |   |             |  
|Total Assets                                                  | $ | 141,051     |  
|                                                              |   |             |  
|LIABILITIES                                                   |   |             |  
|                                                              |   |             |  
|Current                                                       |   |             |  
|Accounts payable and
      accrued liabilities                | $ | 99,040      |  
|Loans
      payable (Note 5)                                  |   | 32,065      |  
|Amount due to shareholder                                     |   | 1,000       |  
|Unit
      subscriptions received (Note 6)                    |   | 67,500      |  
|Total Current Liabilities                                     |   | 199,605     |  
|                                                              |   |             |  
|STOCKHOLDERS EQUITY (DEFICIENCY)                             |   |             |  
|                                                              |   |             |  
|Capital Stock(Note 6)                                         |   |             |  
|Authorized:                                                   |   |             |  
|100,000,000 preferred stock with a par value of $0.001 per    |   |             |  
|share                                                         |   |             |  
|100,000,000 common voting stock with a par value of $0.001    |   |             |  
|per share                                                     |   |             |  
|                                                              |   |             |  
|Issued:                                                       |   |             |  
|15,999,048 common shares as at November 30,
      2008 and    |   |             |  
|14,999,048 as at November 30, 2007                            |   | 15,999      |  
|                                                              |   |             |  
|Additional Paid-In Capital                                    |   | 157,282     |  
|Share Purchase Warrants                                       |   | 35,700      |  
|Accumulated Deficit During The
      Exploration Stage        |   | (267,535    | )
|Total Stockholders Equity (Deficiency)                       |   | (58,554     | )
|                                                              |   |             |  
|Total
      Liabilities And Stockholders Equity (Deficiency) | $ | 141,051     |  

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

---

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

|                                          |   |             |   |   |             |   |   | CUMULATIVE  |  
|----------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                          |   |             |   |   |             |   |   | PERIOD FROM |  
|                                          |   |             |   |   |             |   |   | INCEPTION   |  
|                                          |   | YEARS       |   |   | APRIL 28    |  
|                                          |   | ENDED       |   |   | 2006 TO     |  
|                                          |   | NOVEMBER 30 |   |   | NOVEMBER 30 |  
|                                          |   | 2008        |   |   | 2007        |   |   | 2008        |  
|                                          |   |             |   |   |             |   |   |             |  
|                                          |   |             |   |   |             |   |   |             |  
|Revenue                                   | $ | -           |   | $ | -           |   | $ | -           |  
|                                          |   |             |   |   |             |   |   |             |  
|Expenses                                  |   |             |   |   |             |   |   |             |  
|Depreciation expense                      |   | 505         |   |   | 253         |   |   | 758         |  
|Consulting fees                           |   | 400         |   |   | 1,200       |   |   | 2,350       |  
|Office and administrative                 |   | 11,215      |   |   | 11,444      |   |   | 27,129      |  
|Incorporation costs                       |   | 800         |   |   | -           |   |   | 2,120       |  
|Management fees                           |   | 11,800      |   |   | 33,600      |   |   | 56,600      |  
|Mineral
      property exploration costs  |   | -           |   |   | 9,500       |   |   | 9,500       |  
|Professional fees                         |   | 104,134     |   |   | 46,933      |   |   | 153,439     |  
|Filing
      and regulatory               |   | 4,185       |   |   | 5,454       |   |   | 9,639       |  
|Write-off of mineral
      property costs |   | 6,000       |   |   | -           |   |   | 6,000       |  
|                                          |   |             |   |   |             |   |   |             |  
|Net Loss For
      The Period             | $ | (139,039    | ) | $ | (108,384    | ) | $ | (267,535    | )
|                                          |   |             |   |   |             |   |   |             |  
|                                          |   |             |   |   |             |   |   |             |  
|Basic And Diluted Loss Per Share          | $ | (0.01       | ) | $ | (0.01       | ) |   |             |  
|                                          |   |             |   |   |             |   |   |             |  
|                                          |   |             |   |   |             |   |   |             |  
|Weighted Average Number Of Common         |   |             |   |   |             |   |   |             |  
|Shares
      Outstanding                  |   | 15,237,404  |   |   | 14,999,048  |   |   |             |  

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

---

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

|                                              |   |             |   |   |             |   |   | CUMULATIVE  |  
|--------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                              |   |             |   |   |             |   |   | PERIOD FROM |  
|                                              |   |             |   |   |             |   |   | INCEPTION   |  
|                                              |   | YEARS       |   |   | APRIL 28    |  
|                                              |   | ENDED       |   |   | 2006 TO     |  
|                                              |   | NOVEMBER 30 |   |   | NOVEMBER 30 |  
|                                              |   | 2008        |   |   | 2007        |   |   | 2008        |  
|                                              |   |             |   |   |             |   |   |             |  
|Cash (Used In) Operating Activities           |   |             |   |   |             |   |   |             |  
|Net loss
      for the period                 | $ | (139,039    | ) | $ | (108,384    | ) | $ | (267,535    | )
|Adjustment for item not
      effecting cash: |   |             |   |   |             |   |   |             |  
|Depreciation                                  |   | 505         |   |   | 253         |   |   | 758         |  
|Interest on loans payable                     |   | 2,065       |   |   | -           |   |   | 2,065       |  
|Write-off of mineral property costs           |   | 6,000       |   |   | -           |   |   | 6,000       |  
|                                              |   | (130,469    | ) |   | (108,131    | ) |   | (258,712    | )
|Changes
      in non-cash operating working   |   |             |   |   |             |   |   |             |  
|capital items:                                |   |             |   |   |             |   |   |             |  
|Deposits                                      |   | 375         |   |   | (375        | ) |   | -           |  
|Prepaid expenses                              |   | -           |   |   | 7,800       |   |   | -           |  
|Accounts payable and accrued liabilities      |   | 88,121      |   |   | 9,854       |   |   | 99,040      |  
|Amounts due to related party                  |   | -           |   |   | (185        | ) |   | -           |  
|                                              |   | (41,973     | ) |   | (91,037     | ) |   | (159,672    | )
|Cash (Used In) Investing Activities           |   |             |   |   |             |   |   |             |  
|Advances                                      |   | (110,367    | ) |   | -           |   |   | (110,367    | )
|Mineral property
      acquisition costs      |   | -           |   |   | -           |   |   | (6,000      | )
|Purchase
      of computer equipment          |   | -           |   |   | (1,516      | ) |   | (1,516      | )
|                                              |   | (110,367    | ) |   | (1,516      | ) |   | (117,883    | )
|Cash Provided By Financing
      Activities   |   |             |   |   |             |   |   |             |  
|Unit subscriptions
      received             |   | 67,500      |   |   | -           |   |   | 67,500      |  
|Issuance
      of common stock                |   | 80,000      |   |   | -           |   |   | 208,981     |  
|Loans payable                                 |   | 30,000      |   |   | -           |   |   | 30,000      |  
|Amount
      due to shareholder               |   | 1,000       |   |   | -           |   |   | 1,000       |  
|                                              |   | 178,500     |   |   | -           |   |   | 307,481     |  
|                                              |   |             |   |   |             |   |   |             |  
|Increase (Decrease) In Cash                   |   | 26,160      |   |   | (92,553     | ) |   | 29,926      |  
|                                              |   |             |   |   |             |   |   |             |  
|Cash, Beginning Of Period                     |   | 3,766       |   |   | 96,319      |   |   | -           |  
|                                              |   |             |   |   |             |   |   |             |  
|Cash, End Of
      Period                     | $ | 29,926      |   | $ | 3,766       |   | $ | 29,926      |  
|                                              |   |             |   |   |             |   |   |             |  
|Supplemental Disclosure Of Cash Flow          |   |             |   |   |             |   |   |             |  
|Information                                   |   |             |   |   |             |   |   |             |  
|Cash paid during the
      period for:        |   |             |   |   |             |   |   |             |  
|Interest                                      | $ | -           |   | $ | -           |   | $ | -           |  
|Income taxes                                  | $ | -           |   | $ | -           |   | $ | -           |  

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

---

|PENGRAM CORPORATION                                              
|-----------------------------------------------------------------
|(An Exploration Stage Company)                                   
|                                                                 
|STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)                   
|                                                                 
|PERIOD FROM APRIL 28, 2006 (INCEPTION) TO NOVEMBER 30,
      2008
|(Stated in U.S. Dollars)                                         

|                               |  |            |  |   |        |  |   |            |  |   |          |  |   | DEFICIT     |   |   |          |  
|------------------------------ |  | ---------- |  | - | ------ |  | - | ---------- |  | - | -------- |  | - | ----------- | - | - | -------- | -
|                               |  |            |  |   |        |  |   |            |  |   |          |  |   | ACCUMULATED |   |   |          |  
|                               |  |            |  |   |        |  |   | ADDITIONAL |  |   | SHARE    |  |   | DURING THE  |   |   |          |  
|                               |  |            |  |   |        |  |   | PAID-IN    |  |   | PURCHASE |  |   | EXPLORATION |   |   |          |  
|                               |  | SHARES     |  |   | AMOUNT |  |   | CAPITAL    |  |   | WARRANTS |  |   | STAGE       |   |   | TOTAL    |  
|                               |  |            |  |   |        |  |   |            |  |   |          |  |   |             |   |   |          |  
|June 19, 2006  Stock issued   |  |            |  |   |        |  |   |            |  |   |          |  |   |             |   |   |          |  
|for cash at $0.001             |  | 9,000,000  |  | $ | 9,000  |  | $ | -          |  | $ | -        |  | $ | -           |   | $ | 9,000    |  
|Stock issued for cash at $0.02 |  |            |  |   |        |  |   |            |  |   |          |  |   |             |   |   |          |  
|in private placement           |  | 5,999,048  |  |   | 5,999  |  |   | 113,982    |  |   | -        |  |   | -           |   |   | 119,981  |  
|Net loss for the period        |  | -          |  |   | -      |  |   | -          |  |   | -        |  |   | (20,112     | ) |   | (20,112  | )
|                               |  |            |  |   |        |  |   |            |  |   |          |  |   |             |   |   |          |  
|Balance, November 30, 2006     |  | 14,999,048 |  |   | 14,999 |  |   | 113,982    |  |   |          |  |   | (20,112     | ) |   | 108,869  |  
|                               |  |            |  |   |        |  |   |            |  |   |          |  |   |             |   |   |          |  
|Net loss for the year          |  | -          |  |   | -      |  |   | -          |  |   | -        |  |   | (108,384    | ) |   | (108,384 | )
|                               |  |            |  |   |        |  |   |            |  |   |          |  |   |             |   |   |          |  
|Balance, November 30, 2007     |  | 14,999,048 |  |   | 14,999 |  |   | 113,982    |  |   | -        |  |   | (128,496    | ) |   | 485      |  
|                               |  |            |  |   |        |  |   |            |  |   |          |  |   |             |   |   |          |  
|September 4, 2008  Units      |  |            |  |   |        |  |   |            |  |   |          |  |   |             |   |   |          |  
|issued for cash at $0.08       |  | 1,000,000  |  |   | 1,000  |  |   | 43,300     |  |   | 35,700   |  |   | -           |   |   | 80,000   |  
|                               |  |            |  |   |        |  |   |            |  |   |          |  |   |             |   |   |          |  
|Net loss for the year          |  | -          |  |   | -      |  |   | -          |  |   | -        |  |   | (139,039    | ) |   | (139,039 | )
|                               |  |            |  |   |        |  |   |            |  |   |          |  |   |             |   |   |          |  
|Balance, November 30, 2008     |  | 15,999,048 |  | $ | 15,999 |  | $ | 157,282    |  | $ | 35,700   |  | $ | (267,535    | ) | $ | (58,554  | )

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

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|NOVEMBER 30, 2008 AND 2007                
|(Stated in U.S. Dollars)                  

|1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Consolidated Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | These consolidated financial statements include the accounts of Pengram Corporation (the Company) and its wholly owned subsidiary, Magellan Acquisition Corp. (Nevada) (the subsidiary company). 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.                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 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 $267,535 for the period from April 28, 2006 (inception) to November 30, 2008, 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.

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|NOVEMBER 30, 2008 AND 2007                
|(Stated in U.S. Dollars)                  

|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) | Organization and Start-up Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | Costs of start up activities, including organizational
      and incorporation costs, are expensed as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | b) | Exploration Stage Enterprise                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | The Companys financial statements are prepared using the
      accrual method of accounting and according to the provisions of Statement
      of Financial Accounting Standards No. 7 (SFAS 7), Accounting and
      Reporting for Development Stage Enterprises, as it devotes substantially
      all of its efforts to acquiring and exploring mineral properties. Until
      such properties are acquired and developed, the Company will continue to
      prepare its financial statements and related disclosures in accordance
      with entities in the exploration stage.                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | c) | Mineral Property Interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | The Company is an exploration stage mining company and
      has not yet realized any revenue from its operations. It is primarily
      engaged in the acquisition, exploration and development of mining
      properties. Exploration costs are expensed as incurred regardless of the
      stage of development or existence of reserves. Costs of acquisition are
      capitalized subject to impairment testing, in accordance with Financial
      Accounting Standards 144 (FAS 144), Accounting for the Impairment or
      Disposal of Long-Lived Assets, when facts and circumstances indicate
      impairment may exist.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | The Company regularly performs evaluations of any
      investment in mineral properties to assess the recoverability and/or the
      residual value of its 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.                                                                                                                                                                                                                                                               

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|NOVEMBER 30, 2008 AND 2007                
|(Stated in U.S. Dollars)                  

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

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|NOVEMBER 30, 2008 AND 2007                
|(Stated in U.S. Dollars)                  

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

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|NOVEMBER 30, 2008 AND 2007                
|(Stated in U.S. Dollars)                  

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

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|NOVEMBER 30, 2008 AND 2007                
|(Stated in U.S. Dollars)                  

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

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

The Company does not have any assets
  or liabilities measured at fair value on a recurring basis at November 30, 2008.
  The Company did not have any fair value adjustments for assets and liabilities
  measured at fair value on a nonrecurring basis during the year ended November
  30, 2008.

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|NOVEMBER 30, 2008 AND 2007                
|(Stated in U.S. Dollars)                  

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

| |                    |   |       |  |   | 2008         |  |   |          |  |   | 2007     | 
| | ------------------ | - | ----- |  | - | ------------ |  | - | -------- |  | - | -------- | 
| |                    |   |       |  |   | ACCUMULATED  |  |   | NET BOOK |  |   | NET BOOK | 
| |                    |   | COST  |  |   | AMORTIZATION |  |   | VALUE    |  |   | VALUE    | 
| |                    |   |       |  |   |              |  |   |          |  |   |          | 
| | Computer Equipment | $ | 1,516 |  | $ | 758          |  | $ | 758      |  | $ | 1,263    | 

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|NOVEMBER 30, 2008 AND 2007                
|(Stated in U.S. Dollars)                  

|4. | MINERAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | During the period ended November 30, 2006, the Company
      entered into a purchase agreement to acquire an undivided 100% interest in
      a mineral claim (known as the Spelter property) located in the Yellow
      Pine Mining District, Clark County, Nevada. The consideration was $6,000
      cash (paid) on execution of the agreement.                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | During the year ended November 30, 2008, the Company
      abandoned and wrote off all costs incurred with respect to the Spelter
      property.                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | LOANS PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On December 19, 2007, the Company entered into a
      promissory note whereby they borrowed $20,000. The note is unsecured, is
      repayable on demand and bears interest at 10% per annum, payable annually.
      As at November 30, 2008, a total of $1,901 has been accrued as interest
      payable on the loan. During the year ended November 30, 2008, the owner of
      the company holding the promissory note became an officer and director of
      the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On October 1, 2008, the Company received a loan from an
      arms length party of $10,000. The loan is unsecured, repayable on demand
      and bears interest at 10% per annum, payable annually. As at November 30,
      2008, a total of $164 has been accrued as interest payable on the
      loan.                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|NOVEMBER 30, 2008 AND 2007                
|(Stated in U.S. Dollars)                  

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

NUMBER OF
      
      
      EXERCISE
      
      
      EXPIRYWARRANTS
      
      
      PRICE
      
      
      DATE1,000,000
      
      $
      0.10
      
      
      September 4, 20101,000,000


A summary of changes in share purchase
  warrants for the years ended November 30, 2008 and 2007 is presented below:

| |                                     |  |           |  |   | WEIGHTED | 
| | ----------------------------------- |  | --------- |  | - | -------- | 
| |                                     |  |           |  |   | AVERAGE  | 
| |                                     |  | NUMBER OF |  |   | EXERCISE | 
| |                                     |  | WARRANTS  |  |   | PRICE    | 
| |                                     |  |           |  |   |          | 
| | Balance, November 30, 2006 and 2007 |  | -         |  | $ | -        | 
| |                                     |  |           |  |   |          | 
| | Issued                              |  | 1,000,000 |  |   | 0.10     | 
| |                                     |  |           |  |   |          | 
| | Balance, November 30, 2008          |  | 1,000,000 |  | $ | 0.10     | 

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

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|NOVEMBER 30, 2008 AND 2007                
|(Stated in U.S. Dollars)                  

|6. | CAPITAL STOCK(Continued)                                                                                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                           
|   | c)                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                           
|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                           
|   | During the year ended November 30, 2008, the Company paid
      management fees for services performed in the amount of $2,800 (2007 -
      $33,600) to a former director and paid or accrued a total of $9,000 (2007
      - $Nil) to members of the subsidiary companys board of
      directors.                                                     
|   |                                                                                                                                                                                                                                                                                                                                                           
|   | As at November 30, 2008, there was a total of $6,000
      owing to related parties (2007 - $Nil) other than as stated in note
      5.                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                           
|8. | ADVANCES                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                           
|   | The Company entered into a letter of intent dated August
      6, 2008 with Magellan Copper and Gold PLC (Magellan) to acquire 100% of
      the issued and outstanding shares of Magellan Resources PTE Ltd. and St.
      Anthony Resources PTE Ltd. (Magellan Subsidiaries). Consideration for
      the transaction will consist of the following:

- 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
- 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 resources 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.

On December 15, 2008, the Company
  entered into an agreement with Solfotara Minerals Corp., a private Canadian
  company, whereby they would transfer their option to acquire the Magellan
  Subsidiaries for consideration as follows:

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

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|NOVEMBER 30, 2008 AND 2007                
|(Stated in U.S. Dollars)                  

|9.  | COMMITMENTS AND CONTRACTUAL OBLIGATIONS                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                       
|    | The Company has no significant commitments or contractual
      obligations with any parties respecting executive compensation, consulting
      arrangements or other matters. Rental of premises is on a month-to-month
      basis.
|    |                                                                                                                                                                                                                                       
|10. | INCOME TAX                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                       
|    | a)                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                       

| |                                             |   | 2008    |   |   | 2007    |  
| | ------------------------------------------- | - | ------- | - | - | ------- | -
| | Computed expected (benefit of) income taxes | $ | (47,000 | ) | $ | (37,000 | )
| | Increase in valuation allowance             |   | 47,000  |   |   | 37,000  |  
| | Income tax provision                        | $ | -       |   | $ | -       |  

| | b) | Significant components of the Companys deferred income
      tax assets are as follows:
| | -- | ----------------------------------------------------------------------------------------

| |                             |   | 2008    |   |   | 2007    |  
| | --------------------------- | - | ------- | - | - | ------- | -
| | Operating loss carryforward | $ | 274,000 |   | $ | 135,000 |  
| | Statutory tax rate          |   | 34%     |   |   | 34%     |  
| | Deferred income tax assets  |   | 93,000  |   |   | 46,000  |  
| | Valuation allowance         |   | (93,000 | ) |   | (46,000 | )
| | Net deferred tax assets     | $ | -       |   | $ | -       |  

---

|PENGRAM CORPORATION                       
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|NOVEMBER 30, 2008 AND 2007                
|(Stated in U.S. Dollars)                  

|10. | INCOME TAX
|--- | ----------
|    |           
|    | c)        

| |                                                     |   | INCOME TAX OPERATING | 
| | --------------------------------------------------- | - | -------------------- | 
| |                                                     |   | LOSS CARRY FORWARD   | 
| |                                                     |   |                      | 
| |                                                     |   | AMOUNT               | 
| |                                                     |   |                      | 
| | 2008                                                | $ | 139,000              | 
| | 2007                                                |   | 109,000              | 
| | 2006                                                |   | 26,000               | 
| |                                                     |   |                      | 
| | Total income tax operating loss carry
      forward | $ | 274,000              | 

|11. | SUBSEQUENT EVENTS                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                            
|    | Except as disclosed elsewhere in these consolidated
      financial statements, the following are significant events subsequent to
      November 30, 2008:
|    |                                                                                                                                                            
|    | a)                                                                                                                                                         
|    |                                                                                                                                                            
|    | b)                                                                                                                                                         

---

ITEM
9.            
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

On November 15, 2007, our Board of Directors appointed Williams
& Webster, P.S., Certified Public Accountants, of 601 W. Riverside Avenue,
Suite 1940, Spokane, WA 99201 (Williams & Webster) as our new independent
registered public accounting firm following the resignation of Telford
Sadovnick, P.L.L.C. (Telford Sadovnick), as discussed below. Prior to its
appointment as independent accountants, we did not consult Williams &
Webster on any of the matters referenced in Item 304(a)(2) of Regulation S-K.

On October 24, 2007, we received notice that Telford Sadovnick
resigned as our auditors. Telford Sadovnick stated that they were resigning as
our independent auditor due to the fact that Telford Sadovnick had withdrawn its
registration with the Public Company Accountability Oversight Board and is no
longer able to audit US issuers.

Telford Sadovnicks report on our financial statements for the
period from April 28, 2006 (inception) to November 30, 2006 did not contain an
adverse opinion or disclaimer of opinion, nor were they modified or qualified as
to uncertainty, audit scope or accounting principles with the exception of a
statement regarding the uncertainty of our ability to continue as a going
concern.

During the period from April 28, 2006 (inception) to November
30, 2006 and any subsequent interim period up to and including the date of
resignation, there were no disagreements between us and Telford Sadovnick on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which, if not resolved to the satisfaction of
Telford Sadovnick, would have caused them to make reference to the subject
matter of the disagreement in connection with their report for the financial
statements for the period from April 28, 2006 (inception) to November 30, 2006
and any subsequent interim period up to and including the date of Telford
Sadovnicks resignation.

ITEM
9AT.           CONTROLS AND
PROCEDURES.

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Under the supervision of our
Chief Executive Officer, the Company conducted an evaluation of the
effectiveness of our internal control over financial reporting as of November
30, 2008 using the criteria established in Internal ControlIntegrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).

A material weakness is a deficiency, or combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the Companys annual or
interim financial statements will not be prevented or detected on a timely
basis. In its assessment of the effectiveness of internal control over financial
reporting as of November 30, 2008, the Company determined that there were
control deficiencies that constituted material weaknesses, as described
below.

| | 1. | Certain entity level controls establishing a tone at the
      top were considered material weaknesses. As of November 30, 2008, the
      Company did not have an audit committee. There is no policy on fraud. A
      whistleblower policy is not necessary given the small size of the
      organization.                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 2. | Due to the significant number and magnitude of
      out-of-period adjustments identified during the year- end closing process,
      management has concluded that the controls over the period-end financial
      reporting process were not operating effectively. A material weakness in
      the period-end financial reporting process could result in us not being
      able to meet our regulatory filing deadlines and, if not remediated, has
      the potential to cause a material misstatement or to miss a filing
      deadline in the future. Management override of existing controls is
      possible given the small size of the organization and lack of
      personnel.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 3. | There is no system in place to review and monitor
      internal control over financial reporting. The Company maintains an
      insufficient complement of personnel to carry out ongoing monitoring
      responsibilities and ensure effective internal control over financial
      reporting.                                                                                                                                                                                                                                                                                                                                                                                               

26

---

Management is currently evaluating remediation plans for the
above control deficiencies.

Accordingly, the Company concluded that these control
deficiencies resulted in a reasonable possibility that a material misstatement
of the annual or interim financial statements will not be prevented or detected
on a timely basis by the companys internal controls.

As a result of the material weaknesses described above,
management has concluded that the Company did not maintain effective internal
control over financial reporting as of November 30, 2008 based on criteria
established in Internal ControlIntegrated Frameworkissued by COSO.

Williams & Webster, an independent registered public
accounting firm, was not required to and has not issued a report concerning the
effectiveness of our internal control over financial reporting as of November
30, 2008.

Changes in Internal Controls

During the year ended November 30, 2008 there were no changes
in our internal control over financial reporting that materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.

ITEM
9B.           OTHER
INFORMATION.

None.

27

---

PART III

ITEM
10.           DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The following table sets forth the names, ages and positions of
our officers and directors as of the date hereof:

Name
    Age
    PositionRichard W. Donaldson
    70
    Chief Executive Officer, Chief Financial Officer,
      President, Secretary, Treasurer and DirectorBryan H. Wilson
    58
    Director


Set forth below is a brief description of the background and
business experience of our executive officer and directors:

Richard W. Donaldsonwas appointed as our Chief
Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and
as a member of our Board of Directors on May 2, 2008. Mr. Donaldson is a self
employed business consultant, involved in corporate management reorganizations,
mergers and acquisitions for over 25 years. Mr. Donaldson is a former director
and officer of numerous private and public companies, including Noront Resources
Ltd., Aiviv Ventures Inc., Cherokee Minerals Corp., Canzona Minerals, Inc. and
Renox Creek Petroleum Corp.

Bryan H. Wilson was appointed as a member of our Board
  of Directors on December 19, 2008. Mr. Wilson has worked in the fields of mining
  exploration and development for 18 years and financial services for 12 years.
  He has filled various roles such as Project Geologist/Manager for Shell Canada;
  Consultant, Financial Advisor for Scotia McLeod; Mining Analyst for C.M. Oliver;
  and Corporate Finance Specialist for Dominick & Dominick and Thames Capital.
  Mr. Wilson is currently the President, CEO and director of St. Genevieve Resources
  Ltd. (SGVL-CNQ, STGIF-OTCBB), a mining exploration and development company.
  Mr. Wilson is also the CEO, President and Director of Gee-Ten Resources Inc.,
  a mineral exploration company quoted on the TSX Venture Exchange. Since September
  1999, Mr. Wilson has acted as a director of Spider Resources Inc. (SPQ-TSX.V).
  Mr. Wilson served as the President and Treasurer of Canyon Copper Corp. (CYOO-OTCBB)
  from May 30, 2006 to November 7, 2007 and has served as a member of its Board
  of Directors since March 6, 2006.

Term of Office

Members of our board of directors are appointed to hold office
until the next annual meeting of our stockholders or until his or her successor
is elected and qualified, or until he or she resigns or is removed in accordance
with the provisions of the Nevada Revised Statutes. Our officers are appointed
by our board of directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than our sole executive
officer and our directors.

Committees of the Board of Directors

Our board of directors does not maintain a
separately-designated standing audit committee. As a result, our entire board of
directors acts our audit committee. Neither Mr. Donaldson nor Mr. Wilson meets
the definition of an audit committee financial expert. We believe that the
cost related to appointing a financial expert to our board of directors at this
time is prohibitive.

We presently do not have a compensation committee, nominating
committee, an executive committee of our board of directors, stock plan
committee or any other committees.

28

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Code of Ethics

We adopted a Code of Ethics applicable to our Chief Executive
Officer, Chief Financial Officer, Corporate Controller and certain other finance
executives, which is a code of ethics as defined by applicable rules of the
SEC. Our Code of Ethics is attached as an exhibit to our Annual Report on Form
10-KSB for the fiscal year ended November 30, 2007, filed on March 6, 2008. If
we make any amendments to our Code of Ethics other than technical,
administrative, or other non-substantive amendments, or grant any waivers,
including implicit waivers, from a provision of our Code of Ethics to our Chief
Executive Officer, Chief Financial Officer, Corporate Controller, or certain
other finance executives, we will disclose the nature of the amendment or
waiver, its effective date and to whom it applies in a Current Report on Form
8-K filed with the SEC.

Compliance with Section 16(a) of the Securities Exchange Act

Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who beneficially own more than 10% of our
equity securities (collectively, the Reporting Persons), to file reports of
ownership and changes in ownership with the SEC. Reporting Persons are required
by SEC regulation to furnish us with copies of all forms they file pursuant to
Section 16(a). Based on our review of the copies of such forms received by us,
we believe that during the year ended November 30, 2008, the following persons
have failed to file, on a timely basis, the identified reports required by
Section 16(a) of the Securities Exchange Act of 1934:

|Name and Principal Position                                  | Number of Late Reports | Transactions Not Timely Reported | Known Failures to 
      File a Required Form
|------------------------------------------------------------ | ---------------------- | -------------------------------- | ---------------------------------------------
|Richard W. Donaldson,                                        | One                    | One                              | None                                         
|CEO, CFO,
      President, Secretary, Treasurer and Director |                        |                                  |                                              
|Bernie J. Hoing,                                             | One                    | One                              | None                                         
|Former CEO, Former CFO, Former President, Former             |                        |                                  |                                              
|Secretary,
      Former Treasurer and Former Director        |                        |                                  |                                              

ITEM
11.           EXECUTIVE
COMPENSATION.

Summary Compensation Table

The following table sets forth total compensation paid to or
earned by our named executive officers as that term is defined in Item 402(m)(2)
of Regulation S-K, during our fiscal years ended November 30, 2008 and 2007:

Name & Principal Position
      Year
      Salary ($)
      Bonus ($)
      Stock Awards ($)
      Option Awards ($)
      Non- 
        Equity Incentive Plan
      Compen- sation ($)
      Non-
        
        qualified Deferred Compen- sation Earnings ($)
      All Other Compen- sation
      ($)
      Total ($)Richard W. Donaldson(1)CEO, CFO, President,
      Secretary, Treasurer,Director & Director of MAC
    2008 2007
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      3,000 
        -
      3,000 
        -Don Archibald(2)Director of MAC
    2008 2007
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      3,000 
        -
      3,000 
        -David K. Ryan(3)Director of MAC and sole
      officer and director of Clisbako
    2008 2007
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      3,000 
        -
      3,000 
        -


29

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Bernie J. Hoing(4)Former Executive Officer
      & Former Director
    2008 2007
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      - 
        -
      -
        -
      2,800 
        33,600
      2,800 
        33,600


|**Notes:** |                                                                                                                                                                                                                                                                                                            
|---------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)        | Mr. Donaldson was appointed as our CEO, CFO, President,
      Secretary, Treasurer and Director on May 2, 2008. Commencing September 1,
      2008, we have accrued $1,000 per month for Mr. Donaldson acting as a
      director of Magellan Acquisition Corp. (MAC), our wholly owned
      subsidiary.
|(2)        | Mr. Archibald serves as a director of MAC. Commencing
      September 1, 2008, we have accrued $1,000 per month for Mr. Archibald
      acting as a director of MAC.                                                                                                                                       
|(3)        | Mr. Ryan serves as a director of MAC. Commencing
      September 1, 2008, Mr. Ryan has been paid $1,000 per month for acting as a
      director of MAC.                                                                                                                                                   
|(4)        | Mr. Hoing resigned as our President, Secretary, Treasurer
      and Director on May 2, 2008. Pursuant to a verbal agreement, we paid Mr.
      Hoing management fees of $2,800 per month.                                                                                                                  

Outstanding Equity Awards At Fiscal Year-End

We have not issued any outstanding equity awards since our
inception.

Compensation of Directors

On December 19, 2008, Bryan Wilson was appointed as a member of
our Board of Directors. As of the date of this Annual Report, we have no
compensation arrangements with Mr. Wilson.

Employment Contracts

Other than as described above, we have no employment contracts,
termination of employment or change-incontrol arrangements with our executive
officers and directors.

ITEM
12.           SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.

EQUITY COMPENSATION PLANS

We have no equity compensation plans (including individual
compensation arrangements) under which our equity securities are authorized for
issuance.

Equity Compensation Plan Information

Plan Category
    Number of Securities to be Issued
      Upon Exercise of Outstanding Options, Warrants and Rights
      (a)
    Weighted-Average Exercise
      Price of Outstanding Options, Warrants and Rights (b)
    Number of Securities Remaining Available
      for Future Issuance Under Equity Compensation Plans (Excluding
      Securities Reflected in column (a)) (c)Equity Compensation Plans Approved By
      Security Holders
    Not Applicable
    Not Applicable
    Not ApplicableEquity Compensation Plans Not Approved By
      Security Holders
    Not Applicable
    Not Applicable
    Not Applicable


30

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of February 27,
2009 by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) each of our directors,
(iii) each of our named executive officers; and (iv) officers and directors as a
group. Unless otherwise indicated, the shareholder listed possesses sole voting
and investment power with respect to the shares shown.

Title of Class
      Name and Address of Beneficial Owner
      Amount
        and Nature of Beneficial Ownership
      Percentage
        of Common Stock(1)DIRECTORS AND OFFICERSCommon Stock
      Richard W. Donaldson 
        Chief Executive Officer, Chief Financial Officer, 
        President, Secretary, Treasurer and Director
      8,000,000 
        (direct)
      44.4%Common Stock
      Bryan H. Wilson 
        Director
      Nil
      NilCommon Stock
      All Officers and Directors 
        as a Group (2 persons)
      8,000,000
      44.4%5% STOCKHOLDERSCommon Stock
      Richard W. Donaldson 
        Chief Executive Officer, Chief Financial Officer, 
        President, Secretary, Treasurer and Director 
        P.O. Box 230, Town Plaza 
        Leeward Highway, Providenciales 
        Turks & Caicos Islands, BWI
      8,000,000 
        (direct)
      44.4%Common Stock
      Bako Resources Inc. 
        Suite 930, 650 W. Georgia St. 
        Vancouver, BC V6B 4N8
      2,000,000 
        (direct)
      11.1%


|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on February 27, 2009. As of February 27, 2009,
      there were 17,999,048 shares of our common stock issued and
      outstanding.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Change In Control

We are not aware of any arrangement that might result in a
change in control in the future.

31

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ITEM
13.           CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Except as disclosed below, none of the following persons has,
in the last two fiscal years, had any material interest, director or indirect,
in any transaction with us or in any presently proposed transaction that has or
will materially affect us:

|(a) | any director or officer;                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                       
|(b) | any proposed nominee for election as a
director;                                                                                                                                                      
|    |                                                                                                                                                                                                       
|(c) | any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our common
      stock;                                                 
|    |                                                                                                                                                                                                       
|(d) | any promoters; or                                                                                                                                                                                     
|    |                                                                                                                                                                                                       
|(e) | any relative or spouse of any of the foregoing persons,
      or any relative of such spouse, who has the same house as such person or
      who is a director or officer of any parent or
subsidiary.

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

As at November 30, 2008, we were indebted to Kahala Financial
Corp., a company controlled by Richard W. Donaldson, our sole executive officer
and a director, in the principal amount of $20,000. The loan is unsecured, bears
interest at a rate of 10% per annum and is due on demand.

Director Independence

Our common stock is quoted on the OTC Bulletin Board
interdealer quotation system, which does not have director independence
requirements. Under NASDAQ Rule 4200(a)(15), a director is not considered to be
independent if he or she is also or has been an executive officer or employee of
the corporation. In applying the definition, we have determined that Bryan H.
Wilson is our sole independent director. Mr. Donaldson does not qualify as an
independent member of our Board of Directors.

ITEM
14.           PRINCIPAL
ACCOUNTING FEES AND SERVICES.

The aggregate fees billed for the two most recently completed
fiscal years for professional services rendered by the principal accountant for
the audit of our annual financial statements and review of the financial
statements included in our Quarterly Reports on Form 10-Q and services that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for those fiscal periods were as follows:

|                   | Year Ended November 30, 2008 | Year Ended November 30, 2007
|------------------ | ---------------------------- | ----------------------------
|Audit Fees         | $22,900                      | $5,000                      
|Audit-Related Fees | $Nil                         | $Nil                        
|Tax Fees           | $Nil                         | $Nil                        
|All Other Fees     | $Nil                         | $Nil                        
|Total              | $22,900                      | $5,000                      

32

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ITEM
15.           EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.

The following exhibits are either provided with this Annual
Report or are incorporated herein by reference:

|Exhibit |                                                                                                                                                           
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                   
|3.1     | Articles of Incorporation.(1)                                                                                                                             
|3.2     | Bylaws, as amended.(1)                                                                                                                                    
|4.1     | Specimen Stock
        Certificate.(1)                                                                                                                    
|10.1    | Purchase Agreement dated June
        16, 2006 between Kimberly Sinclair and the Company.(1)                                                              
|10.2    | Loan Agreement
        dated December 19, 2007 between the Company (as the borrower) and Kahala
        Financial Corp. (as the lender).(2)               
|10.3    | Purchase Agreement dated December
        15, 2008 among Solfotara Mining Corp., Magellan Copper and Gold plc and
        Magellan Acquisition Corp.(4)   
|10.4    | Purchase Agreement
        dated December 16, 2008 between Bako Resources Inc. and the Company.(4)                                                        
|14.1    | Code of Ethics.(3)                                                                                                                                        
|21.1    | List
        of Subsidiaries.                                                                                                                             
|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.      

33

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: | March
    13, 2009 |  | By: | /s/ Richard W. Donaldson                         
|      |                    |  |     | RICHARD W. DONALDSON                             
|      |                    |  |     | Chief Executive Officer, Chief Financial Officer,
|      |                    |  |     | President, Secretary, Treasurer,                 
|      |                    |  |     | (Principal Executive Officer                     
|      |                    |  |     | and Principal Accounting Officer)                



Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.



|Date: | March
      13, 2009 |  | By: | /s/ Richard W. Donaldson                               
|----- | -------------------- |  | --- | -------------------------------------------------------
|      |                      |  |     | RICHARD W. DONALDSON                                   
|      |                      |  |     | Chief Executive Officer, Chief
      Financial Officer,
|      |                      |  |     | President, Secretary, Treasurer,                       
|      |                      |  |     | (Principal Executive Officer                           
|      |                      |  |     | and Principal Accounting Officer)                      
|      |                      |  |     | Director                                               
|      |                      |  |     |                                                        
|      |                      |  |     |                                                        
|      |                      |  |     |                                                        
|Date: | March
      13, 2009 |  | By: | /s/ Bryan H. Wilson                                    
|      |                      |  |     | BRYAN H. WILSON                                        
|      |                      |  |     | Director                                               

---