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CERTIFICATIONS

I, Richard W. Donaldson, certify that;

|(1) | I have reviewed this Quarterly Report on Form 10-Q of
      Pengram Corporation;                                                                                                                                                                                                                                                  
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|(2) | Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this report;
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|(3) | Based on my knowledge, the financial statements, and
      other financial information included in this report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      report;                   
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|(4) | I am responsible for establishing and maintaining
      disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e) of the Securities Exchange Act of 1934) for the registrant and
      have:                                                                                                          

| | a) | Designed such disclosure controls and procedures, or
      caused such disclosure controls and procedures to be designed under my
      supervision, to ensure that material information relating to the
      registrant, including its consolidated subsidiaries, is made known to me
      by others within those entities, particularly during the period in which
      this report is being prepared;
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| | b) | Evaluated the effectiveness of the registrants
      disclosure controls and procedures and presented in this report my
      conclusions about the effectiveness of the disclosure controls and
      procedures, as of the end of the period covered by this report based on
      such evaluation; and                                                                                                 
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| | c) | Disclosed in this report any change in the registrant's
      internal control over financial reporting that occurred during the
      registrant's most recent fiscal quarter that has materially affected, or
      is reasonably likely to materially affect, the registrant's internal
      control over financial reporting; and                                                                     

|(5) | I have disclosed, based on my most recent evaluation of
      the internal control over financial reporting, to the registrants
      auditors and the audit committee of the registrants board of directors
      (or persons performing the equivalent
functions):
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| | a) | All significant deficiencies and material weaknesses in
      the design or operation of internal control over financial reporting which
      are reasonably likely to adversely affect the registrants ability to
      record, process, summarize and report financial information; and
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| | b) | Any fraud, whether or not material, that involves
      management or other employees who have a significant role in the
      registrants internal control over financial
reporting.                                                                                                     

|Date:  | October 20, 2008                      | 
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|       | */s/ Richard W. Donaldson*            | 
|       |                                       | 
|By:    | RICHARD W. DONALDSON                  | 
|Title: | Principal Executive Officer
      and | 
|       | Principal Financial Officer           | 

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