Pengram (PNGM) 10-Q 2009 Q3 Quarterly report

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

FORM 10-Q

(Mark One)

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

For the quarterly period endedAugust 31, 2009

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

For the transition period from ______________ to ______________

COMMISSION FILE NUMBER000-52626

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

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

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

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:As of October 14, 2009, the Issuer had 54,207,144 Shares of Common Stock outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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

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

PENGRAM CORPORATION
(An Exploration Stage Company)

THIRD QUARTER CONSOLIDATED FINANCIAL STATEMENTS

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

F-1

PENGRAM CORPORATION

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Stated in U.S. Dollars)

		AUGUST 31			NOVEMBER 30
		2009			2008
ASSETS
Current
Cash	$	-		$	29,926
Marketable securities (Note 10)		10,367			-
Notes receivable (Note 10)		50,000			-
Total Current Assets		60,367			29,926
Computer Equipment, net of depreciation(Note 3)		379			758
Mineral Property Acquisition Costs(Note 4)		440,100			-
Advances(Note 10)		-			110,367
Total Assets	$	500,846		$	141,051
LIABILITIES
Current
Bank indebtedness	$	2,650		$	-
Accounts payable and accrued liabilities		143,809			93,040
Amounts due to related parties		18,000			6,000
Amount due to shareholder		1,920			1,000
Promissory note payable (Note 4)		55,575			-
Promissory notes payable to related parties (Note 5)		30,403			21,901
Loan payable (Note 6)		10,915			10,164
Convertible notes (Note 8)		35,379			-
Unit subscriptions received (Note 8)		-			67,500
Total Current Liabilities		298,651			199,605
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Capital Stock(Note 7)
Authorized:
100,000,000 preferred stock with a par value of $0.001 per
share
300,000,000 common voting stock with a par value of $0.001
per share
Issued:
54,207,144 common shares as at August 31, 2009 and
47,997,144 as at November 30, 2008		54,207			47,997
Additional Paid-In Capital		582,595			125,284
Share Purchase Warrants		83,179			35,700
Accumulated Deficit During The Exploration Stage		(517,786	)		(267,535	)
Total Stockholders’ Equity (Deficiency)		202,195			(58,554	)
Total Liabilities And Stockholders’ Equity (Deficiency)	$	500,846		$	141,051

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

F-2

PENGRAM CORPORATION

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Stated in U.S. Dollars)

														CUMULATIVE
														PERIOD FROM
		THREE						NINE						INCEPTION
		MONTHS						MONTHS						APRIL 28
		ENDED						ENDED						2006 TO
		AUGUST 31						AUGUST 31						AUGUST 31
		2009			2008			2009			2008			2009
Revenue	$	-		$	-		$	-		$	-		$	-
Expenses
Bank charges and
interest		4,333			732			11,245			1,758			14,341
Consulting fees		-			-			-			400			2,350
Depreciation expense		127			126			379			379			1,137
Filing and regulatory		2,019			995			4,769			3,122			14,408
Finance charges		23,105			-			30,764			-			30,764
Incorporation costs		-			-			1,262			-			3,382
Investor relations		4,200			-			4,200			-			4,200
Management fees		9,000			-			27,000			2,800			83,600
Mineral property
exploration costs		40,686			-			50,414			-			59,914
Office and
administrative		1,379			1,203			6,888			3,390			30,921
Professional fees		35,168			6,612			113,330			37,307			266,769
Write-off of mineral
property costs		-			6,000			-			6,000			6,000
Net Loss For The Period	$	(120,017	)	$	(15,668	)	$	(250,251	)	$	(55,156	)	$	(517,786	)
Basic And Diluted Loss
Per Share	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Weighted Average
Number Of Common
Shares Outstanding		54,166,057			44,997,144			53,937,071			44,997,144

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

F-3

PENGRAM CORPORATION

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Stated in U.S. Dollars)

								CUMULATIVE
								PERIOD FROM
		NINE						INCEPTION
		MONTHS						APRIL 28
		ENDED						2006 TO
		AUGUST 31						AUGUST 31
		2009			2008			2009
Cash (Used In) Operating Activities
Net loss for the period	$	(250,251	)	$	(55,156	)	$	(517,786	)
Adjustment for items not effecting cash:
Depreciation		379			379			1,137
Finance charges on convertible notes		30,764			-			30,764
Foreign exchange		(1,025	)		-			(1,025	)
Accrued interest payable		10,584			1,403			12,649
Write-off of mineral property costs		-			6,000			6,000
Changes in non-cash operating working capital items:
Deposits		-			375			-
Accounts payable and accrued liabilities		47,053			15,166			140,093
Amounts due to related parties		12,000			-			18,000
		(150,496	)		(31,833	)		(310,168	)
Cash Provided By (Used In) Investing Activities
Advances		50,000			(35,000	)		(60,367	)
Mineral property acquisition costs		(10,000	)		-			(16,000	)
Purchase of computer equipment		-			-			(1,516	)
		40,000			(35,000	)		(77,883	)
Cash Provided By Financing Activities
Common stock issuable		-			80,000			-
Unit subscriptions received		-			10,000			-
Issuance of convertible notes		70,000			-			137,500
Issuance of common stock		-			-			208,981
Promissory notes payable to related parties		7,000			20,000			27,000
Loan payable		-			-			10,000
Amount due to shareholder		920			1,000			1,920
Bank indebtedness		2,650			-			2,650
		80,570			111,000			388,051
Increase (Decrease) In Cash		(29,926	)		44,167			-
Cash, Beginning Of Period		29,926			3,766			-
Cash, End Of Period	$	-		$	47,933		$	-
Supplemental Disclosure Of Cash Flow Information
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-
Non-Cash Financing And Investing Activities
Shares received from Solfotara Minerals Corp. (Note 10)	$	10,367		$	-		$	10,367
Shares issued for mineral property acquisition costs
(Note 4)	$	373,500		$	-		$	373,500
Promissory note payable for mineral property acquisition
costs (Note 4)	$	56,600		$	-		$	56,600

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

F-4

PENGRAM CORPORATION

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

PERIOD FROM INCEPTION APRIL 28, 2006 TO AUGUST 31, 2009

(Stated in U.S. Dollars)

										ACCUMULATED
										DEFICIT DURING
					ADDITIONAL			SHARE		THE
	COMMON STOCK				PAID-IN			PURCHASE		EXPLORATION
	SHARES		AMOUNT		CAPITAL			WARRANTS		STAGE			TOTAL
June 19, 2006 – stock issued for cash at $0.001	27,000,000	$	27,000	$	(18,000	)	$	-	$	-		$	9,000
Stock issued for cash $0.01 in private placement	17,997,144		17,997		101,984			-		-			119,981
Net loss for the period	-		-		-			-		(20,112	)		(20,112	)
Balance, November 30, 2006	44,997,144		44,997		83,984			-		(20,112	)		108,869
Net loss for the year	-		-		-			-		(108,384	)		(108,384	)
Balance, November 30, 2007	44,997,144		44,997		83,984			-		(128,496	)		485
September 4, 2008 – units issued for cash at
$0.03	3,000,000		3,000		41,300			35,700		-			80,000
Net loss for the year	-		-		-			-		(139,039	)		(139,039	)
Balance, November 30, 2008	47,997,144		47,997		125,284			35,700		(267,535	)		(58,554	)
Stock issued for mineral property	6,000,000		6,000		294,000			-		-			300,000
Relative fair value allocation of convertible notes	-		-		90,021			47,479		-			137,500
Stock issued under assignment agreement	150,000		150		37,350			-		-			37,500
Stock issued pursuant to extension agreement	60,000		60		35,940			-		-			36,000
Net loss for the period	-		-		-			-		(250,251	)		(250,251	)
Balance, August 31, 2009	54,207,144	$	54,207	$	582,595		$	83,179	$	(517,786	)	$	202,195

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

F-5

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

1.	BASIS OF PRESENTATION AND NATURE OF OPERATIONS
	The unaudited financial information furnished herein reflects all adjustments, all of which are of a normal recurring nature, which in the opinion of management are necessary to fairly state the interim consolidated financial position of Pengram Corporation (“the Company”) and the results of its operations for the periods presented. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended November 30, 2008. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the fiscal year ended November 30, 2008, has been omitted. The results of operations for the nine month period ended August 31, 2009 are not necessarily indicative of results for the entire fiscal year ending November 30, 2009.
	Certain amounts for prior periods have been reclassified to conform to current period presentation.
	Consolidated Financial Statements
	These consolidated financial statements include the accounts of Pengram Corporation (“the Company”) and its wholly owned subsidiaries, Magellan Acquisition Corp. (Nevada) (“MAC”) and Clisbako Minerals Inc. (British Columbia) (“CMI”). All intercompany balances have been eliminated.
	Organization
	The Company was incorporated in the State of Nevada, U.S.A., on April 28, 2006. The Company’s principal executive offices are in Bellingham, Washington, U.S.A. The Company’s year end is November 30.
	Exploration Stage Activities
	The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. The Company was formed for the purpose of acquiring exploration and development stage natural resource properties. The Company has not commenced business operations. The Company is an exploration stage company as defined in the Securities and Exchange Commission (“S.E.C.”) Industry Guide No. 7.

F-6

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

1.	BASIS OF PRESENTATION AND NATURE OF OPERATIONS(Continued)
	Forward Stock Split
	During the nine month period ended August 31, 2009, the Company completed a three-for-one forward stock split of their common stock. The Company’s authorized common stock was increased from 100,000,000 shares with a par value of $0.001 per share to 300,000,000 shares with a par value of $0.001. Share and per share dates (except par value) for the periods presented have been adjusted to reflect the effects of this stock split.
	Going Concern
	The accompanying financial statements have been prepared assuming the Company will continue as a going concern.
	As shown in the accompanying financial statements, the Company has incurred a net loss of $517,786 for the period from April 28, 2006 (inception) to August 31, 2009, and has no revenues. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its natural resource properties. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
2.	SIGNIFICANT ACCOUNTING POLICIES
	The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.
	The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:
	a)	Organization and Start-up Costs
		Costs of start up activities, including organizational and incorporation costs, are expensed as incurred.

F-7

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES(Continued)
	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 Statement of Financial Accounting Standards No. 144 (“SFAS 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.
		Management periodically reviews the carrying value of its 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 producing mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that the Company will continue exploration on such project. The Company does 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.

F-8

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES(Continued)
	c)	Mineral Property Interests (Continued)
		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.
		The Company’s exploration activities are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. The Company has made, and expects 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.
	d)	Cash and Cash Equivalents
		Cash and cash equivalents consist primarily of cash on deposit, money market accounts, and investment grade commercial paper that are readily convertible into cash and purchased with original maturities of three months or less.
	e)	Marketable Securities
		The Company has designated its marketable securities, comprised of common shares not yet listed on a recognized stock exchange, as held-for-trading securities and reports them at an estimated fair value (see Note 2(p)). The amounts by which future market values of these securities will differ from recorded cost will represent unrealized gains and losses and will be recognized in the Company’s consolidated statement of operations. All realized gains and losses will be recognized in the net income (loss) in the period of disposition.
	f)	Computer Equipment
		Computer equipment is recorded at cost and will be depreciated over an estimated useful life of three years on a straight-line basis.

F-9

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES(Continued)
	g)	Financial Instruments
		The Company’s financial instruments, as defined by Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments”, may include cash, receivables, notes receivable, advances, accounts payable and accrued expenses. All such instruments are carried at cost, which, due to the short maturity of these financial instruments, approximate fair value at August 31, 2009.
	h)	Foreign Currency Translation
		The Company’s functional currency is the US dollar. Transactions in foreign currency are translated into U.S. dollars as follows:
		i)	monetary items are translated at the exchange rate prevailing at the balance sheet date;
		ii)	non-monetary items are translated at the historical exchange rate;
		iii)	revenue and expense items are translated at the average rate in effect during the applicable accounting period.
	i)	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.
	j)	Basic and Diluted Loss Per Share
		In accordance with Statement of Financial Accounting Standards No. 128 (“SFAS 128”), “Earnings Per Share”, basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

F-10

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES(Continued)
	j)	Basic and Diluted Loss Per Share (Continued)
		The following outstanding convertible notes, stock options, and share purchase warrants were excluded from the diluted EPS computation as their effect would have been anti- dilutive:

	NINE MONTHS ENDED
	AUGUST 31
	2009	2008
Convertible notes	2,842,300	-
Stock options	-	-
Share purchase warrants	4,650,000	3,000,000

k)	Income Taxes
	The Company has adopted Statement of Financial Accounting Standards No. 109 – “Accounting for Income Taxes” (SFAS 109). This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
l)	Impairment of Long-Lived Assets
	In accordance with Statement of Financial Accounting Standards No. 144 (“SFAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. In such cases, the amount of the impairment is determined based on the relative fair values of the impaired assets. The Company tests the recoverability of the assets whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.
m)	Asset Retirement Obligations
	The Company has adopted Statement of Financial Accounting Standards No. 143 (“SFAS 143’), “Accounting for Asset Retirement Obligations”, which requires that an asset retirement obligation (“ARO”) associated with the retirement of a tangible long-lived asset be recognized as a liability in the period which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset.

F-11

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES(Continued)
	m)	Asset Retirement Obligations (Continued)
		The cost of the tangible asset, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the asset. The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted risk-free interest rate. To date, no significant asset retirement obligation exists due to the early stage of exploration. Accordingly, no liability has been recorded.
	n)	Revenue Recognition
		Revenue from the sale of minerals is recognized when the risks and rewards of ownership pass to the purchaser, including delivery of the product the selling price is fixed or determinable and collectibility is reasonably assured. Settlement adjustments, if any, are reflected in revenue when the amounts are known.
	o)	Environmental Protection and Reclamation Costs
		The operations of the Company have been, and may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restorations costs. Both the likelihood of new regulations and their overall effect upon the Company may vary from region to region and are not predictable.
		Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against statements of operations as incurred or capitalized and amortized depending upon their future economic benefits. The Company does not currently anticipate any material capital expenditures for environmental control facilities because its property holding is at an early stage of exploration.

F-12

PENGRAM CORPORATION

(An Exploration Stage Company)

��

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES(Continued)
	p)	Fair Value of Financial Instruments
		SFAS No. 157, Fair Value Measurements ("SFAS 157"), defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

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

	The Company measured their marketable securities using Level 3 fair value assumptions as at August 31, 2009. The fair value of the common shares received (see Note 10) was determined as the difference between the Company’s cash advances paid and the cash advances to be recovered from Solfotara Minerals Corp. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the nine month period ended August 31, 2009.
q)	Recent Accounting Pronouncements
	In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,”orSFAS 162. SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. GAAP for nongovernmental entities. SFAS 162 is effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board’s amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles”. The Company is currently evaluating the impact of adopting SFAS 162 but does not expect that it will have a significant effect on its financial position, cash flows or results of operations.

F-13

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES(Continued)
	q)	Recent Accounting Pronouncements (Continued)
		In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60,” or SFAS 163. SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. The Company is currently evaluating the impact of adopting SFAS 163 but does not expect that it will have a significant effect on its financial position, cash flows or results of operations.
		In June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”. FSP EITF 03-6-1 states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008. The adoption of FSP No. EITF 03-6-1 is not expected to have a material impact on the Company’s consolidated financial statements.
		In April 2009, the FASB issued FASB Staff Position FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP 107-1”), which increases the frequency of fair value disclosures to a quarterly basis instead of an annual basis. The guidance relates to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet at fair value. FSP 107-1 is effective for interim and annual periods ending after June 15, 2009. The adoption of FSP 107-1 did not have a material effect on the Company’s results of operations, financial position, and cash flows.

F-14

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES(Continued)
	q)	Recent Accounting Pronouncements (Continued)
		In June 2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS No. 165 provides guidance as to the period after the balance sheet date during which management must evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity shall recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity must make about events or transactions that occurred after the balance sheet date. SFAS No. 165 is effective for periods ending after June 15, 2009. The Company has evaluated subsequent events through to October 20, 2009. The adoption of SFAS No. 165 did not have a material effect on the Company’s results of operations, financial position, and cash flows.
		In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 168 replaces SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” and establishes the FASB Accounting Standards CodificationTM as the source of authoritative accounting guidance under U.S. GAAP. The rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS No. 168 is effective for periods ending after September 15, 2009. The Company does not expect SFAS No. 168 to have a material effect on its results of operations, financial position, and cash flows.
3.	COMPUTER EQUIPMENT

		AUGUST 31						NOVEMBER 30
		2009						2008
				ACCUMULATED		NET BOOK		NET BOOK
		COST		AMORTIZATION		VALUE		VALUE
Computer Equipment	$	1,516	$	1,137	$	379	$	758

F-15

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

4.	MINERAL PROPERTY
	During the period ended November 30, 2006, the Company entered into a purchase agreement to acquire an undivided 100% interest in a mineral claim (known as the “Spelter” property) located in the Yellow Pine Mining District, Clark County, Nevada. The consideration was $6,000 cash (paid) on execution of the agreement.
	During the year ended November 30, 2008, the Company abandoned and wrote off all costs incurred with respect to the Spelter property.
	On December 16, 2008, the Company entered into a purchase agreement to acquire an undivided 100% interest in a group of ten mineral claims (collectively known as the “Clisbako” claims) located in the Cariboo Mining Division of British Columbia, Canada. Consideration for the claims was 6,000,000 shares (issued – see Note 7(a)) of the Company’s common stock and the issuance to the vendor of a promissory note in the amount of $55,575 (CDN$70,000) payable June 30, 2009. During the nine month period ended August 31, 2009, the Company reached an agreement with the vendor to extend the deadline of the promissory note to December 31, 2009. In consideration of the extension of the deadline, the Company issued 60,000 common shares to the vendor with a fair value of $36,000. The promissory note is unsecured and free of interest.
	On May 29, 2009, the Company entered into an assignment agreement to acquire an undivided 100% interest in a series of mineral claims (collectively known as the “Eureka” claims) situated in the Eureka County, Esmeralda County and Mineral County, Nevada. Consideration for the claims is as follows:
	1.	150,000 common shares (issued) with a value of $37,500;
	2.	$10,000 advance royalty payment due on or before August 28, 2009 (paid);
	3.	$15,000 advance royalty payment due on or before August 28, 2010;
	4.	$20,000 advance royalty payment due on or before August 28, 2011;
	5.	$25,000 advance royalty payment due on or before August 28, 2012;
	6.	$30,000 advance royalty payment due on or before August 28, 2013, with an additional $30,000 due each year thereafter for a period of five years.

F-16

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

4. MINERAL PROPERTY(Continued)

		NOVEMBER 30				ABANDONED,		AUGUST 31
		2008		ADDITIONS		IMPAIRED		2009
Mineral Property
Clisbako claims	$	-	$	392,600	$	-	$	392,600
Eureka claims		-		47,500		-		47,500
	$	-	$	440,100	$	-	$	440,100

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

5.	PROMISSORY NOTES PAYABLE TO RELATED PARTIES
	On December 19, 2007, the Company entered into a promissory note whereby it borrowed $20,000. The note is unsecured, repayable on demand and bears interest at 10% per annum, payable annually. As at August 31, 2009, a total of $3,403 has been accrued as interest payable on the loan. During the year ended November 30, 2008, the owner of the company holding the promissory note became an officer and director of the Company.
	On August 26, 2009, the Company received two demand loans for a total of $7,000 from companies controlled by an officer and director of the Company. These notes are unsecured, repayable on demand and free of interest.
6.	LOAN PAYABLE
	On October 1, 2008, the Company received a loan from an arm’s length party of $10,000. The loan is unsecured, repayable on demand and bears interest at 10% per annum, payable annually. As at August 31, 2009, a total of $915 has been accrued as interest payable on the loan.

F-17

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

7.	CAPITAL STOCK
	a)	Common Stock
		On June 19, 2006, the Company issued 27,000,000 common shares to the Company’s founder (9,000,000 pre-stock split shares at a price of $0.001 for gross proceeds of $9,000).
		Pursuant to a private placement, the Company issued 17,997,144 common shares (5,999,048 pre-stock split shares at a price of $0.02 for gross proceeds of $119,981).
		During the year ended November 30, 2008, the Company received $80,000 from completing a private placement of 3,000,000 units (1,000,000 pre-stock split units at a price of $0.08 per unit). Each unit was comprised of one share of the Company’s common stock and one share purchase warrant. Each warrant entitles the subscriber to purchase one share of the Company’s common stock for a period expiring two years from the date of issue at an exercise price of $0.033 per share.
		During the nine month period ended August 31, 2009, the Company completed the following stock transactions:
			issued 6,000,000 shares pursuant to a mineral property purchase agreement (see Note 4). The Company recorded these shares at a price of $0.05 per share for a total value of $300,000;
			issued 150,000 shares pursuant to a mineral property assignment agreement (see Note 4). The Company recorded these shares at a price of $0.25 per share for a total value of $37,500; and
			issued 60,000 shares pursuant to an extension to a mineral property purchase agreement (see Note 4). The Company recorded these shares at a price of $0.60 per share for a total value of $36,000.
	b)	Share Purchase Warrants
		As at August 31, 2009, share purchase warrants were outstanding for the purchase of common shares as follows:

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

F-18

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

7.	CAPITAL STOCK(Continued)
	b)	Share Purchase Warrants (Continued)
		A summary of changes in share purchase warrants for the years ended November 30, 2008 and 2007 and the nine month period ended August 31, 2009 is presented below:

			WEIGHTED
			AVERAGE
	NUMBER OF		EXERCISE
	SHARES		PRICE
Balance, November 30, 2006 and 2007	-	$	-
Issued	3,000,000	$	0.033
Balance, November 30, 2008	3,000,000	$	0.033
Issued (Note 8)	1,650,000	$	0.083
Balance, August 31, 2009	4,650,000	$	0.05

	The fair value of the warrants issued during the year ended November 30, 2008 for services was measured at the award date using the Black-Scholes option pricing model with the following weighted average assumptions: expected dividend yield of 0%; average risk free interest rate of 4.90%; expected volatility of 162% and a term of 0.75 years.
	The fair value of the warrants issued during the nine month period ended August 31, 2009 was measured as disclosed in Note 8.
c)	Stock Options
	As at August 31, 2009, the Company does not have an incentive stock option plan.

F-19

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

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

F-20

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

8.	CONVERTIBLE NOTES(Continued)
	In accordance with the provisions of EITF Issue No. 00-27 “Application of Issue No. 98-5 to Certain Convertible Instruments” (“EITF 00-27”), the Company determines any intrinsic value beneficial conversion feature on the notes by comparing the market price of the Company’s common stock at issuance of the notes to the effective conversion price of the notes, as determined by dividing the proceeds allocated to the notes by the number of shares that would result from an immediate exercise of the conversion option. The initial beneficial conversion feature was determined to be $734,250; however, in accordance with the provisions of EITF 00-27, it is limited to the proceeds allocated to the notes, being $90,021. This beneficial conversion feature is recorded as an immediate charge to additional paid-in capital and a further discount on the convertible note carrying value. This further discount is amortized over the term of the notes to maturity. In the event of a conversion of any, or all of, the face amount of the notes, the proportionate amount of the unamortized beneficial conversion feature as of the date of conversion is immediately charged to operations.
	During the nine month period ended August 31, 2009, the Company recorded as finance charges, $10,623 of amortization of the discount resulting from the allocation of proceeds to the warrants and a further $20,141 of the intrinsic value beneficial conversion feature, leaving total unamortized amounts of $106,736.
	During the nine month period ended August 31, 2009, no amounts of principal or accrued interest were converted into shares of the Company’s common stock.
9.	RELATED PARTY TRANSACTIONS
	During the nine month period ended August 31, 2009, the Company paid management fees for services performed in the amount of $Nil (2008 - $2,800) to a former director and paid or accrued a total of $27,000 (2008 - $Nil) to the board of directors of MAC.

F-21

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

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

F-22

PENGRAM CORPORATION

(An Exploration Stage Company)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

11.	COMMITMENTS AND CONTRACTUAL OBLIGATIONS
	The Company has no significant commitments or contractual obligations with any parties respecting executive compensation, consulting arrangements or other matters. Rental of premises and investor relations services are provided on a month-to-month basis.
12.	SUBSEQUENT EVENT
	The Company received payment of the $50,000 note receivable as disclosed in Note 10.

F-23

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS.

Cautionary Statement Regarding Forward-Looking Statements

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

OVERVIEW

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

Our business plan is to assemble a portfolio of mineral properties with gold potential and to engage in the exploration and development of these properties. We currently own a 100% interest in the “Clisbako Property” and the “Texada Gold Property”, and have an option to acquire the “Golden Snow Project”, the “Fish Project” and the “CPG Project”. Our properties are described in detail below.

Clisbako Property

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

Our acquisition of the Clisbako Property was completed under the terms of a purchase agreement dated December 16, 2008 with Bako Resources Inc. (“Bako”). Under the terms of the purchase agreement, we issued to Bako 2,000,000 pre-split (6,000,000 post-split) shares and a promissory note in the amount of $55,575 (CDN $70,000) payable on June 30, 2009. On July 23, 2009, we entered into an extension agreement with Bako to extend the due date of the promissory to December 31, 2009. In consideration of the extension, we issued 60,000 shares of our common stock to Bako.

Golden Snow Project, Fish Project and CPG Project

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

3

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

(a)	pay to Claremont:
	(i)	$10,000 on August 28, 2009 (which amount has been paid);
	(ii)	$15,000 on August 28, 2010;
	(iii)	$20,000 on August 28, 2011;
	(iv)	$25,000 on August 28, 2012; and
	(v)	$30,000 on August 28, 2013 and each subsequent year of the term of the Option (the term is for ten years and may be renewed for an additional ten years);
(b)	pay the annual claim maintenance fees for the Optioned Properties during the term of the Option. The Optioned Properties are in good standing until September 1, 2010; and
(c)	pay $1,000 to Claremont in conjunction with the delivery to Claremont of a copy of a mine plan of operations in respect of the Optioned Properties, or a final feasibility study in respect of the Optioned Properties.

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

Golden Snow Project

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

Fish Project

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

CPG Project

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

4

Texada Gold Property

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

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

PLAN OF OPERATION

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

Clisbako Property

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

Phase I of our exploration program is expected to be commenced in the spring of 2010. However, we will require financing in order to complete Phase I of our exploration program. If we are able to obtain financing, Phase I of our exploration program on the Clisbako Property will involve soil geochemical surveys, prospecting, mapping and geophysics in order to define the Bari 1 and Bari 2 zones. We anticipate that Phase I will cost approximately CDN $122,000 ($111,240). There is no assurance that we will be able to acquire such financing.

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

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

Under the terms of the Option Agreement, we are also required to pay to Claremont: (i) an option payment of $15,000 by August 28, 2010; and (ii) the Bureau of Land Management maintenance and claim fees of approximately $32,088 by September 1, 2010. If we are unable to make these payments to Claremont, we will lose our interest in the Golden Snow Project, Fish Project and CPG Project.

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

5

RESULTS OF OPERATIONS

Three and Nine Months Summary

		Three			Three				Nine			Nine
		Months			Months				Months			Months
		Ended			Ended		Percentage		Ended			Ended		Percentage
		August 31,			August 31,		Increase /		August 31,			August 31,		Increase /
		2009			2008		(Decrease)		2009			2008		(Decrease)
Revenue	$	Nil		$	Nil		n/a	$	Nil		$	Nil		n/a
Expenses		(120,017	)		(15,668	)	660.0%		(250,251	)		(55,156	)	353.7%
Net Loss	$	(120,017	)	$	(15,668	)	660.0%	$	(250,251	)	$	(55,156	)	353.7%

Revenue

We have not earned any revenues to date. We do not anticipate earning revenues until such time as we enter into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such deposits are discovered, that we will enter into further substantial exploration programs.

Expenses

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

		Three Months		Three Months	Percentage		Nine		Nine	Percentage
		Ended		Ended	Increase /		Months		Months	Increase /
		August 31,		August 31,	(Decrease)		Ended		Ended	(Decrease)
		2009		2008			August 31,		August 31,
							2009		2008
Bank Charges and	$	4,333	$	732	491.9%	$	11,245	$	1,758	539.7%
Interest
Consulting Fees		-		-	n/a		-		400	(100)%
Depreciation Expense		127		126	0.8%		379		379	0.0%
Filing and Regulatory		2,019		995	102.9%		4,769		3,122	52.8%
Finance Charges		23,105		-	n/a		30,764		-	n/a
Investor Relations		4,200		-	n/a		4,200		-	n/a
Incorporation Costs		-		-	n/a		1,262		-	n/a
Management Fees		9,000		-	n/a		27,000		2,800	864.3%
Mineral Property		40,686		-	n/a		50,414		-	n/a
Exploration Costs
Office and Administrative		1,379		1,203	14.6%		6,888		3,390	103.2%
Professional Fees		35,168		6,612	431.9%		113,330		37,307	203.8%
Write-off of Mineral		-		6,000	(100)%		-		6,000	(100)%
Property Costs
Total Operating Expenses	$	120,017	$	15,668	660.0%	$	250,251	$	55,156	353.7%

6

Our operating expenses during the quarter ended August 31, 2009 totaled $120,017 compared with $15,668 during the quarter ended August 31, 2008. The increase in our operating expenses was primarily a result of increased bank charges and interest, finance charges, management fees, mineral property exploration costs and professional fees.

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

Mineral property exploration costs primarily relate to fees incurred in connection with maintaining our option on the Golden Snow Project, the Fish Project and CPG Project and maintaining our Clisbako Property in good standing.

The additional professional fees during the three months ended August 31, 2009 primarily relate to costs incurred in connection with our acquisition of the Optioned Properties, collection of amounts due from Solfotara Mining Corp. (“Solfotara”) and meeting our ongoing reporting requirements under the Exchange Act.

Finance fees during the three months ended August 31, 2009 primarily relate to amortization of the discount resulting from the allocation of proceeds to the warrants and the intrinsic value beneficial conversion feature.

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

LIQUIDITY AND CAPITAL RESOURCES

Working Capital
							Percentage
		At August 31, 2009			At November 30, 2008		Increase / (Decrease)
Current Assets	$	60,367		$	29,926		101.7%
Current Liabilities		(298,651	)		(199,605	)	49.6%
Working Capital Deficit	$	(238,284	)	$	(169,679	)	40.4%

Cash Flows
		Nine Months Ended			Nine Months Ended
		August 31, 2009			August 31, 2008
Cash Flows (Used In) Operating Activities	$	(150,496	)	$	(31,833	)
Cash Flows From Investing Activities		40,000			(35,000	)
Cash Flows From Financing Activities		80,570			111,000
Decrease In Cash During Period	$	(29,926	)	$	44,167

The increase in our working capital deficit at August, 31, 2009 from our year ended November 30, 2008 is a result of the fact that: (i) accounts payable increased due to our lack of capital to meet ongoing expenditures; and (ii) we recorded a payable of $55,575 in connection with our acquisition of the Clisbako Property. This amount was partially offset by the fact that we have recorded a notes receivable of $50,000 in connection with the amounts that were owed to us by Solfotara, as discussed below.

7

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

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

Future Financings

As at August 31, 2009, we had no cash on hand. Currently, we do not have sufficient financial resources to complete our plan of operation for the next twelve months. We have not earned any revenues to date and we do not anticipate earning revenues in the near future. As such, our ability to complete our plan of operation is dependent upon our ability to obtain substantial financing in the near term. Any future financing that we obtain is expected to be in the form of sales of our equity securities. If we are successful in completing any equity financings, of which there is no assurance, our existing shareholders will experience a dilution of their interest in our company. There is a substantial doubt that we will be able to obtain financing in an amount that is sufficient to enable us to complete our proposed plan of operation. If we are not successful in raising sufficient financing, we will not be able to complete our plan of operation. We do not have any specific alternatives to our current plan of operation and have not planned for any such contingency. If we are not successful in raising sufficient financing, our business may fail and our shareholders may lose all or part of their investment.

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

OFF-BALANCE SHEET ARRANGEMENTS

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

8

CRITICAL ACCOUNTING POLICIES

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

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

Use of Estimates

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

Exploration Stage Enterprise

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

Mineral Property Interests

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

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

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

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

9

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

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

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

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

Changes in Internal Controls

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

10

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

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

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

As of August 31, 2009, we had no cash on hand and a working capital deficit of $238,285. Our plan of operation calls for significant expenses in connection with the exploration and development of our mineral properties, particularly the Clisbako Property, and to meet our obligations under the Option Agreement to acquire the Golden Snow Project, Fish Project and CPG Project. On May 1, 2009, our Board of Directors approved a private placement offering of up to 3,000,000 units (the “Units”) at a price of $0.20 per Unit for gross proceeds of up to $600,000. Each Unit is comprised of one share of our common stock and one share purchase warrant, with each warrant entitling the subscriber to purchase an additional share of our common stock for a period of one year following the date of issuance at an exercise price equal to $0.30 per share. This offering of Units will be made to investors who are not “U.S. Persons” as defined in Regulation S. As of August 31, 2009, we had not received any proceeds under this offering, and have not issued any securities under this offering. There are no assurances that any units will be sold under this offering.

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

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

We have a cumulative net loss of $517,786 for the period from our inception on April 28, 2006 to August 31, 2009, and have no revenues to date. Our future is dependent upon our ability to obtain financing. Our former auditors have expressed substantial doubt about our ability to continue as a going concern given our accumulated losses. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital, we will not be able to complete our business plan. As a result, we may have to liquidate our business and investors may lose their investment. Investors should consider our former auditor's comments when determining if an investment in us is suitable.

11

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

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

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

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

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

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

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

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

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

12

We face significant competition in the mineral exploration industry.

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

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

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

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

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

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

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

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

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

13

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.

14

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

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit
Number	Description of Exhibits
3.1	Articles of Incorporation.(1)
3.2	Certificate of Change Pursuant to NRS 78.209 increasing the authorized capital of common stock to 300,000,000 shares, par value $0.001 per share.(5)
3.3	Bylaws, as amended.(1)
4.1	Specimen Stock Certificate.(1)
10.1	Purchase Agreement dated June 16, 2006 between the Company and Kimberly Sinclair.(1)
10.2	Loan Agreement dated December 19, 2007 between the Company (as the borrower) and Kahala Financial Corp. (as the lender).(2)
10.3	Purchase Agreement dated December 15, 2008 among Magellan Acquisition Corp., Solfotara Mining Corp. and Magellan Copper and Gold plc.(4)
10.4	Purchase Agreement dated December 16, 2008 between the Company and Bako Resources Inc.(4)
10.5	Assignment Agreement dated May 29, 2009 among the Company, Portal Resources US Inc. and Portal Resources Ltd.(6)
10.6	Extension Agreement Dated July 23, 2009 between the Company and Bako Resources Inc.(7)
14.1	Code of Ethics.(3)
31.1	Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

15

SIGNATURES

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

		PENGRAM CORPORATION
Date: October 19, 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)