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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 Exchange Act Rules
      13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
      defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) 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) | Designed such internal control over financial reporting,
      or caused such internal control over financial reporting to be designed
      under our supervision, to provide reasonable assurance regarding the
      reliability of financial reporting and the preparation of financial
      statements for external purposes in accordance with generally accepted
      accounting principles;      
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| | c) | 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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| | d) | 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)                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                       
|    | b)                                                                                                                                                                                                                                                                    

|Date:  | July 20, 2011                         | 
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|       |                                       | 
|       |                                       | 
|       | /s/ Richard W.
      Donaldson        | 
|       |                                       | 
|By:    | RICHARD W. DONALDSON                  | 
|Title: | Principal Executive Officer
      and | 
|       | Principal Financial Officer           | 

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